Exhibit 10.1

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1943. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

SERVICES AGREEMENT

by and between

RETAIL FINANCE SERVICING, LLC

and

FIRST DATA RESOURCES, LLC

September 15, 2015

Confidential

EXHIBITS

SERVICES AGREEMENT made and effective as of September 15, 2015 (the “ Effective Date ”) by and between FIRST DATA RESOURCES, LLC (“ First Data ”), a Delaware limited liability company with offices at 6855 Pacific St, Omaha, Nebraska 68114, and RETAIL FINANCE SERVICING, LLC (“ RFS ”), a Delaware limited liability company with offices at 170 Election Road, Suite 125, Draper, Utah 84020.

1.1 Background.

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

(a) RFS is an Affiliate of Synchrony Bank, which is engaged in providing financial services to consumers, and is one of North America’s largest issuers of private label credit cards;

(b) as an Affiliate of Synchrony, RFS is subject to a wide range of regulatory oversight and requirements;

(c) RFS desires that certain payment card processing, production support (including card embossing and printing and mailing of statements and letters), software development and related activities be performed and managed by an experienced and capable vendor skilled in the performance of these services;

(d) First Data wishes to perform the requested services for RFS 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; and

(e) RFS and First Data are parties to certain Existing Agreements. This Agreement shall supersede and replace the Existing Agreements, subject to Section 23.16.

1.2 Objectives.

The Parties desire to establish uniform terms and conditions which will:

(a) allow First Data and its Affiliates to provide to RFS and its Affiliates various products and services, including RFS’ (i) receipt of certain processing services and professional services; and (ii) receipt of certain production and related services;

(b) allow (i) RFS or RFS’ Affiliates, and (ii) First Data or First Data’s Affiliates, to add New Services, as defined herein, in order for RFS and/or RFS’ Affiliates to receive additional services under this Agreement;

(c) be applicable to all future services provided under this Agreement by (i) First Data and its Affiliates to (ii) RFS and its Affiliates;

(d) enable RFS and its Affiliates to focus on core competencies and on those activities which provide a competitive advantage;

(e) enable RFS to combine and use common technologies, processes and procedures to perform the various functions related to the Services;

(f) establish a flexible framework within which to quickly respond to evolving technologies, competitive conditions, and RFS changing business needs;

(g) identify means to improve services and reduce costs to RFS and to enable RFS to improve and expand its business operations; and

(h) provide for the uninterrupted transitioning of responsibility for performing the Services back to RFS or its designee(s) in connection with the termination or expiration of this Agreement.

1.3 Construction.

The goals and objectives provided in this Article 1 are intended to be a general introduction 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.

2.1 Certain Definitions.

The following terms will have the meanings provided below with respect to this Agreement:

(a) “ 7.6(b) Patents ” shall have the meaning provided in Section 7.6(b).

(b) “ 7.6(b) Services ” shall have the meaning provided in Section 7.6(b).

(c) “ AAA Rules ” shall have the meaning provided in Section 19.4.

(d) “ Account ” shall mean a unique database record used to represent the current financial disposition of a customer relationship. Accounts include dual cards, bank cards, debit cards, private label cards and stored value cards.

(e) “ Action Plan ” shall have the meaning provided in Section 13.9(b).

(f) “ Active Account ” shall mean any Designated Account that, during the period of determination as to whether such Designated Account is an Active Account, had a balance or for which a debit, credit, or payment has taken place during such period.

(g) “ Affiliate ” shall mean:

(i) With respect to RFS: any corporation, limited liability company, partnership, limited partnership, business trust, mutual insurance company, joint venture or other entity or business that, directly or indirectly, Controls, is Controlled by, or under common Control with, RFS at any time during the Term, whether now existing or subsequently created or acquired during the Term. At RFS’

option, (A) an entity that was receiving the Services at the time it ceased being Controlled by RFS (or an Affiliate of RFS), and (B) the purchaser of a line of business of RFS (or an Affiliate) which was receiving the Services at the time of sale (but only with respect to such line of business) shall continue to be deemed an Affiliate for such period designated by RFS (not to exceed ***, in accordance with Section 3.2(a)(iii) of this Agreement); and

(ii) With respect to First Data: any entity Controlled by First Data Corporation at the time in question.

(h) “ Agreement ” shall mean this Services Agreement, including its schedules, attachments exhibits, and appendices, all as amended from time to time.

(i) “ Applicable Laws ” shall mean:

(i) any applicable law, statute, regulation, ordinance or subordinate legislation in force from time to time to which a Party or any of its Affiliates is subject;

(ii) the common law as applicable to the Parties from time to time;

(iii) any binding court order, judgment or decree (including consent decree); and

(iv) any applicable directive, policy, rule or order that is binding on a Party and that is made or given by any government, an agency thereof, or any regulatory body;

of any country or other national, federal, commonwealth, state, provincial or local jurisdiction.

(j) “*** Subcontractors ” shall mean those Subcontractors of First Data:

(i) *** is not required as provided in Section 12.6(b); and

(ii) any other Subcontractor(s) *** in accordance with Section 12.6;

unless and until (in each case of (i) and (ii)) *** in accordance with Section 12.6(c).

(k) “ Assessment Notice ” shall have the meaning provided in Section 13.9(b).

(l) “ Benchmarker ” shall have the meaning provided in Section 9.6(b)(ii).

(m) “ Benchmarking ” shall have the meaning provided in Section 9.6(a).

(n) “ Benchmarking Committee ” shall have the meaning provided in Section 9.6(b)(i).

(o) “ Business Day ” shall mean every day Monday through Friday other than those holidays (not to exceed fifteen (15) per calendar year) when RFS’ corporate headquarters is not scheduled to be open for business. References in this Agreement to “days” that do not specifically refer to Business Days are references to calendar days and, unless otherwise provided, a period of more than seven (7) days that expires on a day other than a Business Day shall be automatically extended to the next following Business Day.

(p) “ Change Control Committee ” shall have the meaning provided in Section 12.5(c).

(q) “ Change Control Procedure ” shall have the meaning provided in Section 12.5(b).

(r) “ Charges ” shall mean any charges for the Services set forth in or described in Schedule C or elsewhere in this Agreement. The term “Charges” does not include (i) Pass-Through Expenses; (ii) Out-of-Pocket Expenses; or (iii) Taxes.

(s) “ Claim(s) ” shall mean any civil, criminal, administrative, or investigative claim, demand, action, charge, or proceeding then pending or threatened by a third party against either Party or its Affiliates.

(t) “ Commercially Reasonable Efforts ” shall mean taking such steps and performing in such a manner as a well-managed business would undertake where such business was acting in a determined, prudent, cost-effective and reasonable manner to achieve a particular desired result for its own benefit in similar circumstances, taking all relevant factors into account.

(u) “ Confidential Information ” shall have the meaning provided in Section 14.5(a).

(v) “ Contract Year ” shall mean each consecutive twelve (12) month calendar year period; except (i) the first Contract Year shall begin on the Effective Date and continue through December 31, 2015 ( “ Contract Year One ”) and (ii) the final Contract Year shall begin on January 1 and end upon the effective date of termination/expiration of this Agreement.

(w) “ Control ” and its derivatives shall mean with regard to any entity the legal, beneficial or equitable ownership, directly or indirectly, of: (i) fifty percent (50%) or more of the capital stock (or other ownership interest, if not a stock corporation) of such entity ordinarily having voting rights; (ii) in the case of RFS, (A) twenty percent (20%) or more of the capital stock (or other ownership interest, if not a stock corporation) and (B) either (1) a greater percentage than any other juridical person or (2) management control by agreement; or (iii) (with respect to an entity not domiciled in the United States) the greater of twenty percent (20%) of the capital stock (or other ownership interest, if not a stock corporation) and the maximum percentage allowed by local law for a United States domiciliary to directly or indirectly own in accordance with local law. With regard to RFS neither General Electric Company nor General Electric Capital Corporation shall be deemed to Control RFS.

(x) “ Conversion ” or any derivation thereof (i.e., Convert) shall mean (i) the transfer of data relating to Designated Accounts from the processing system(s) in which that data at the time of transfer resides and is processed to the First Data System, with the First Data System, at the time of such transfer, being capable of performing the First Data System’s account processing services for such data; (ii) the commencement of the processing of such Designated Accounts by the First Data System for production, and not testing, purposes; and (iii) the performance of the activities necessary to undertake and complete the activities described in clauses (i) and (ii).

(y) “ Core Processing Platform ” shall mean the equipment, Software, systems, and interfaces used by First Data to perform the core card processing services of authorization, maintaining an account on file, and settlement under the Technology Services Tower.

(z) “ Cycle Schedules ” shall have the meaning provided in Section 12.5(a)(v).

(aa) “ Default Rate ” shall mean the rate identified as the Prime Rate in The Wall Street Journal from time to time.

(bb) “ Designated Account ” shall mean the Accounts designated by RFS as receiving the Technology Services.

(cc) “ Dispute Date ” shall have the meaning provided in Section 22.1(a)(i).

(dd) “ Documentation ” shall mean the written User Manuals and bulletins for the First Data System provided by First Data from time to time.

(ee) “ Effective Date ” shall have the meaning provided in the preamble to this Agreement.

(ff) “ Equipment ” shall mean the computer and telecommunications equipment (without regard to which entity owns or leases such equipment) used by First Data and its Subcontractors to provide the Services. Equipment includes the following:

(i) computer equipment, including associated attachments, features, accessories, peripheral devices, front end devices, and other computer equipment;

(ii) telecommunications equipment, including private branch exchanges, multiplexors, modems, CSUs/DSUs, hubs, bridges, routers, switches and other telecommunications equipment; and

(iii) related services (e.g., maintenance and support services, upgrades, subscription services) provided by third parties (e.g., manufacturer and lessor) in the same or related agreement covering the provision of such Equipment.

(gg) “*** New Material ” shall have the meaning provided in Section 7.3(b)(ii).

(hh) “*** Period ” shall have the meaning provided in Section 7.3(b)(ii).

(ii) “ Existing Agreements ” shall mean the Technology Sourcing Agreement (the “ TSA ”), amended and restated as of April 1, 2003 (“ Existing TSA Effective Date ”), between RFS (or its predecessors in interest) and First Data; and the Production Services Agreement (the “ PSA ”), amended and restated as of December 1, 2009 (“ Existing PSA Effective Date ”), between RFS (or its predecessors in interest) and First Data.

(jj) “ FD New Materials ” shall have the meaning provided in Section 7.3(b)(ii).

(kk) “ Financial Related Crime ” shall mean any criminal offense involving dishonesty, a breach of trust, or money laundering, including offenses described in §19(a)(2)(A)(i) of the Federal Deposit Insurance Act.

(ll) “ First Data Competitors ” shall mean (i) ***, and any of their respective Affiliates. First Data may update the list of First Data Competitors from time to time by providing written notice of such updates to RFS; provided that (A) the list of First Data Competitors shall not include more than *** entities (and their Affiliates) at any given time; and (B) any new entities added by First Data must be either (1) competitors of First Data with the capability to provide payment card processing services to US-based issuers or (2) provide a payment network for credit or debit cards.

(mm) “ First Data Confidential Information ” shall have the meaning provided in Section 14.5(c).

(nn) “ First Data Contract Manager ” shall have the meaning provided in Section 5.1(a)(ii).

(oo) “ First Data Information ” shall mean all information, in any form, furnished or made available directly or indirectly by First Data to RFS or otherwise obtained by RFS from First Data.

(pp) “ First Data-Initiated Enhancement ” shall have the meaning provided in Section 9.5(c).

(qq) “ First Data Intellectual Property ” shall have the meaning provided in Section 7.2(a).

(rr) “ First Data Licensed Software ” shall have the meaning provided in Section 3.3(b).

(ss) “ First Data Personnel ” shall mean employees of First Data, employees of its Affiliates, and employees of its Subcontractors (and any individual independent contractors engaged by First Data, its Affiliates or Subcontractors) assigned to perform the Services.

(tt) “ First Data-Provided Third Party Software ” shall mean the third party Software, if any, provided by First Data to RFS or used by First Data to provide the Services.

(uu) “ First Data Regulatory Agencies ” shall have the meaning provided in Section 13.1(a).

(vv) “ First Data Security Incident ” shall mean any event or circumstance that involves:

(i) unauthorized access, use, or acquisition of data that compromises the confidentiality, integrity or availability of any RFS Data (A) while such RFS Data is either maintained or being processed by First Data or any First Data Affiliate or Subcontractor; or (B) that is in transit between or among any of the following: First Data, First Data Affiliates, First Data Personnel or First Data Subcontractors;

(ii) unauthorized disclosure to a third party of RFS Data by First Data or any First Data Affiliate or Subcontractor; or

(iii) the loss of any First Data medium or equipment containing RFS Data.

(ww) “ First Data Software ” shall mean, collectively: (i) First Data proprietary Software and (ii) First Data-Provided Third Party Software.

(xx) “ First Data System ” shall mean the First Data Software, Equipment and network connectivity and infrastructure provided by First Data to RFS or used by First Data to provide the Services (excluding network connectivity and infrastructure RFS provides under this Agreement).

(yy) “ Force Majeure Event ” shall have the meaning provided in Section 20.4(a).

(zz) “ Former Affiliate ” shall mean entities that, at RFS’ election, are deemed to be Affiliates pursuant to the second sentence of Section 2.1(g)(i) (the definition of “Affiliate”).

(aaa) “ Function ” shall have the meaning provided in Section 9.5(b).

(bbb) “ Furnishing Party ” shall have the meaning provided in Section 14.5(a).

(ccc) “ GAAP ” shall mean United States generally accepted accounting principles, applied on a consistent basis.

(ddd) “ GLB Act ” shall mean the Gramm-Leach-Bliley Act, 15 USC § 6801 et. seq. , and the implementing regulations and regulatory interpretations thereto, as amended from time to time.

(eee) “ Initial Term ” shall have the meaning provided in Section 4.1.

(fff) “ Intellectual Property ” shall mean, collectively, any and all of the following: (i) software and other works of authorship, including associated copyrights, moral rights, databases, and mask-works; (ii) trademarks, service marks, trade names, logos and trade dress; (iii) trade secrets; (iv) patents, designs, algorithms, know-how, and other industrial property and rights thereto; (v) rights in domain names, universal resource locator addresses, telephone numbers (including toll free numbers), SMS addresses, social networking identifiers and similar identifiers; (vi) other intellectual and industrial property and rights thereto of every kind and nature, however designated, whether arising by operation of law, contract, license or otherwise; and (vii) registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing); and in each case, including all rights thereof (including, as appropriate, the right to use, access, copy, perform, display, transfer, distribute, or create derivatives), as may arise or be protected under the laws of any country or any state or province.

(ggg) “ Key First Data Positions ” shall have the meaning provided in Section 5.1(a).

(hhh) “ Limited License FD Non-Software Materials ” shall have the meaning provided in Section 7.3(c)(ii).

(iii) “ Losses ” shall mean 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).

(jjj) “ Monthly Charges ” shall mean the Charges payable with respect to Services provided under this Agreement in a particular month, without regard to when such Charges are billed or payable and without reduction for Service Level Credits.

(kkk) “ Monthly Performance Report ” shall have the meaning provided in Section 12.3(a).

(lll) “ New Cycle Schedules ” shall have the meaning provided in Section 12.5(a)(v).

(mmm) “ New Materials ” shall have the meaning provided in Section 7.3(b).

(nnn) “ New Services ” shall have the meaning provided in Section 9.5.

(ooo) “ Non-Public Personal Information ” shall have the meaning provided in the GLB Act, 15 U.S.C. § 6809(4), and shall include (i) an individual’s name, address, e-mail address, IP address, telephone number(s), and/or social security number; (ii) the fact that an individual has a relationship with RFS or any of its Affiliates; and (iii) an individual’s or RFS’ or its Affiliates’ customer’s account information.

(ppp) “ Non-Renewal Election ” shall have the meaning provided in Section 4.2.

(qqq) “ Notice of Election ” shall have the meaning provided in Section 19.6(a).

(rrr) “ OFAC ” shall mean the US Department of Treasury Office of Foreign Assets Control.

(sss) “ Out-of-Pocket Expenses ” shall mean reasonable, demonstrable, and actual out-of-pocket expenses incurred by First Data, but not including First Data’s overhead costs (or allocations thereof), administrative expenses, or other mark-ups. In determining First Data’s expenses, First Data’s actual, incremental expense shall be used and shall be net of all rebates, discounts, and allowances received by First Data.

(ttt) “ Party ” shall mean either First Data or RFS, as appropriate, and “ Parties ” means First Data and RFS.

(uuu) “ Pass-Through Expenses ” shall have the meaning provided in Section 9.2(a).

(vvv) “ PCI DSS ” means the Payment Card Industry Data Security Standards available at http://www.pcisecuritystandards.org, as amended from time to time.

(www) “*** Testing ” shall have the meaning provided in Section 12.8.

(xxx) “ Performance Standards ” shall mean, individually and collectively, the quantitative and qualitative performance standards and commitments for the Services contained in this Agreement, including Service Levels.

(yyy) “ Permitted User ” shall have the meaning provided in Section 3.2(a).

(zzz) “ Production Services ” shall mean the portion of the Services described as such in Schedule A. Production Services shall be one of the Service Towers.

(aaaa) “ Production Services Tower ” shall mean the Service Tower for the Production Services.

(bbbb) “ Prohibited Persons Lists ” shall have the meaning provided in Section 5.2(d)(i)(C).

(cccc) “ Receiving Party ” shall have the meaning provided in Section 14.5(a).

(dddd) “ Refresh Acceptance ” shall have the meaning provided in Section 20.3.

(eeee) “ Refresh Request ” shall have the meaning provided in Section 20.3.

(ffff) “ Regulatory Agencies ” shall have the meaning provided in Section 13.1(a).

(gggg) “ Renewal Term ” shall have the meaning provided in Section 4.2.

(hhhh) “ Required Consents ” means consents required by a third party for another entity to have access to or make use of such third party’s Software.

(iiii) “ RFS Confidential Information ” shall have the meaning provided in Section 14.5(b).

(jjjj) “ RFS Contract Manager ” shall have the meaning provided in Section 8.1(a).

(kkkk) “ RFS Customer Information ” shall have the meaning provided in Section 14.4(a).

(llll) “ RFS Data ” shall mean any information relating to an RFS cardholder, transaction, or merchant that is entered into, stored or processed by the First Data System, including all (i) Cardholder Data and Sensitive Authentication Data (as defined by the PCI-DSS) of a RFS cardholder; (ii) data evidencing a payment card charge, credit or other transaction relating to an RFS cardholder, transaction, or merchant; (iii) names, postal and email addresses, tax ID numbers, and similar identifying information about RFS merchants or merchant personnel; (iv) cardholder statements and statement messages for RFS cardholders; (v) information about a RFS cardholder’s loyalty program or rewards program transactions; (vi) account-level or transaction-level fraud data relating to an RFS cardholder, transaction or merchant; (vii) chargeback information relating to an RFS cardholder, transaction or merchant; and (viii) Non-Public Personal Information relating to an RFS cardholder or merchant. For clarification, references to cardholders and merchants in this definition include all existing and former cardholders and merchants of RFS or any of its Affiliates; provided that in the case of any former cardholder or merchant, RFS Data includes only such data that relates to the time period that such cardholder or merchant was a customer of RFS.

(mmmm) “ RFS Information ” shall mean all information, including RFS Data, in any form, furnished or made available directly or indirectly to First Data by RFS or otherwise obtained by First Data from RFS.

(nnnn) “ RFS-Initiated Enhancement ” shall have the meaning provided in Section 9.5(e).

(oooo) “ RFS-Initiated New Services ” shall have the meaning provided in Section 9.5(f).

(pppp) “ RFS Intellectual Property ” shall have the meaning provided in Section 7.1(b).

(qqqq) “ RFS Legal Requirements ” shall have the meaning provided in Section 16.1(c).

(rrrr) “ RFS New Materials ” shall have the meaning provided in Section 7.3(b)(i).

(ssss) “ RFS Regulatory Agencies ” shall have the meaning provided in Section 13.1(a).

(tttt) “ RFS Requested Development ” shall have the meaning provided in Section 7.3(a).

(uuuu) “ RFS Supplier Assessments ” shall have the meaning provided in Section 13.9(a).

(vvvv) “ Root Cause Analysis ” or “ RCA ” shall mean the process of determining the underlying reason for an error or problem, so that the process that produced the error/problem can be altered in a way that prevents or reduces the risk of it from recurring.

(wwww) “ Rules ” shall mean the rules, regulations, and other requirements of the PCI Security Standards Council or any payment network, including those of VISA, MasterCard, and the National Automated Clearing House Association, as amended from time to time.

(xxxx) “ Service Levels ” shall have the meaning provided in 11.1.

(yyyy) “ Service Level Credits ” shall have the meaning provided in Attachment B-1 as applicable to the Production Services and Attachment B-2 as applicable to the Technology Services.

(zzzz) “ Service Tower ” shall mean a group of Services that the Parties designate as a separate “Service Tower”. As of the Effective Date there are two Service Towers comprised of (i) the Technology Services and (ii) the Production Services.

(aaaaa) “ Services ” shall have the meaning provided in Section 3.1(a).

(bbbbb) “ Software ” shall (unless a more specific reference is provided) mean computer software, whether applications software or systems software.

(ccccc) “ SSAE 16 ” shall have the meaning provided in Section 13.3.

(ddddd) “ Steering Committee ” shall have the meaning provided in Section 12.2(a).

(eeeee) “ Subcontractor ” shall have the meaning provided in Section 12.6(a).

(fffff) “ Tax ” or “ Taxes ” shall (unless the context otherwise requires) mean any federal, state, local or foreign net or gross income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment,

disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax, governmental fee or like assessment or charge of any kind whatsoever.

(ggggg) “ Technology Services ” shall mean the portion of the Services described as such in Schedule A. Technology Services shall be one of the Service Towers.

(hhhhh) “ Technology Services Tower ” shall mean the Service Tower for the Technology Services.

(iiiii) “ Term ” shall mean the Initial Term and any Renewal Terms.

(jjjjj) “ Termination/Expiration Assistance ” shall have the meaning provided in Section 21.11(a).

(kkkkk) “ Termination for Convenience Fee ” shall have the meaning provided in Section 21.2(b).

(lllll) “ Update ” shall mean any new version, release update, upgrade, enhancement, or bug fix made available by First Data, including as part of maintenance and support.

(mmmmm) “ User Manuals ” means user manuals for the Technology Services explaining how the First Data System operates and how RFS may configure and use the First Data System, including report descriptions and formats.

(nnnnn) “ Virus ” shall mean: (i) program code or programming instruction or set of instructions intentionally designed to disrupt, disable, harm, interfere with, or otherwise adversely affect computer programs, data files, or operations; or (ii) other code typically described as a virus or by similar terms, including Trojan horses, worms, or backdoors.

2.2 Inclusion of Affiliates in Definition of RFS.

(a) As used in this Agreement, references to “RFS” include Affiliates of RFS in accordance with the following:

(i) A reference includes Affiliates of RFS where expressly so provided;

(ii) References to RFS in the following definitions include Affiliates of RFS (unless expressly provided to the contrary): RFS Data and RFS Information; and

(iii) References to the business, operations, policies, procedures, and the like of RFS include Affiliates of RFS to the extent such Affiliates are receiving the Services.

(b) Subject to the foregoing, references to RFS shall include Affiliates of RFS as RFS reasonably designates.

2.3 Rules of Interpretation.

(a) Terms other than those defined within this Agreement shall be given their plain English meanings, and those terms, acronyms, and phrases known in the information technology services industry shall be interpreted in accordance with their generally known meanings. Unless the context otherwise requires, words importing the singular include the plural and vice-versa, and words importing gender include both genders. Unless the context otherwise requires, “persons” includes individual natural persons and legal entities.

(b) References to articles, sections, and paragraphs shall be references to articles, sections, and paragraphs of this Agreement, unless otherwise specifically stated.

(c) The article and section headings in this Agreement are intended to be for reference purposes only and shall not be construed to modify or restrict any of the terms or provisions of this Agreement.

(d) Where there is similar, but not identical, construction of phrases, sentences, or clauses of this Agreement they shall each be construed separately and independently, in accordance with their plain meaning.

(e) The words “ include ”, “ includes ”, “ including ”, and “ e.g. ”, when following a general statement or term, are not to be construed as limiting the general statement or term to any specific item or matter set forth or to similar items or matters, but rather as permitting the general statement or term to refer also to all other items or matters that could reasonably fall within its scope.

(f) The word “may” (unless followed by “not”) shall be construed as meaning “shall have the right, but not the obligation, to”.

3.1 Provision of Services.

(a) Scope . 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 (collectively, the “ Services ”):

(i) the services, functions and responsibilities described in this Agreement, including the services, functions and responsibilities described in Schedule A and in the other Schedules and Attachments hereto;

(ii) the services, functions and responsibilities performed during the twelve (12) months prior to the Effective Date by First Data under the PSA or the TSA, even if the services, functions or responsibilities are not specifically described in this Agreement, subject to any ongoing discussions or negotiations between the Parties as of the Effective Date regarding whether any such services, functions and responsibilities constitute New Services, which will be addressed in a manner consistent with Section 9.5(b) of this Agreement;

(iii) any New Services (subject to any new charges and other terms and conditions established with respect to such New Services in accordance with Section 9.5); and

(iv) any changes RFS contracts with First Data to perform pursuant to a change order executed by both Parties or amendment.

(b) 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 Services, they shall be deemed to be implied by and included within the scope of the Services to the same extent and in the same manner as if specifically described in this Agreement.

(c) Services Performed by RFS or Third Parties .

(i) *** Without limitation of the foregoing, RFS may sell Accounts, portfolios or lines of business which are receiving the Services, and if so elected by RFS any such sold Accounts, portfolios or lines of business will no longer be subject to this Agreement. RFS also may acquire Accounts, portfolios or lines of business and to provide, or have third parties provide, Services in connection with such Accounts, portfolios or lines of business separately from this Agreement and the Services provided hereunder. Except for any minimum commitment expressly provided in Schedule C, RFS makes no commitment for any minimum amount of Services to be purchased under this Agreement. For the avoidance of doubt, First Data’s approval is not required for any reduction of Services that RFS 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.

(ii) If a component of the Services is reduced pursuant to this Section 3.1(c), the charges for the 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 Services no longer required. The Parties acknowledge that, due to the unit-based pricing structure in Schedule C, in many instances no changes will be required to the charges described in Schedule C, and in other instances, charges will be eliminated if a component is reduced pursuant hereto.

(iii) If RFS performs any of the Services itself or retains a third party to do so, First Data shall cooperate with RFS and any such third party, as reasonably necessary to enable each of RFS and such third party to perform its respective work, which cooperation shall include:

(A) to the extent that First Data exercises any control over any RFS facilities or any facility of an RFS Affiliate being used to provide the Services, providing reasonable access to such facilities;

(B) hosting and maintaining third party software packages as mutually agreed by the parties, provided (1) First Data will not

unreasonably refuse to host and maintain third party software packages when requested by RFS; and (2) any charges proposed by First Data for such hosting and maintenance shall be determined in the same manner that charges for New Services are to be determined under this Agreement;

(C) 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 interfaces and production facilities to enable integration of third party platforms with the First Data System; and

(D) providing such information regarding the operating environment, system constraints and other parameters as a person with reasonable commercial skills and expertise would find reasonably necessary for RFS or a third party to perform its work.

(iv) Third parties retained by RFS 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, as have been provided by First Data. First Data shall promptly notify RFS if an act or omission of such a third party may cause a problem or delay in providing the Services and shall work with RFS to prevent or circumvent such problem or delay.

(d) Geographic Scope Constraints . The scope of the Services to be provided under this Agreement is not constrained geographically. Pricing in this Agreement is for the Services as if they are provided in the United States or Canada. If RFS requests First Data to provide Services outside of the United States and Canada, and First Data incurs or would incur costs associated with the provision of Services outside of the United States and Canada that are different (other than insubstantial differences) than the corresponding costs First Data would incur in the United States and Canada, then First Data shall provide pricing and performance proposals to RFS addressing such provision of Services outside the United States and Canada. RFS shall reimburse First Data for First Data’s actual Out-of-Pocket Expenses (with no mark-up or profit) incurred in the preparation of any pricing or performance proposal requested by RFS under this Section 3.1(d). Prior to preparing any such proposal, First Data shall provide RFS with an estimate of its actual Out-of-Pocket Expenses to be incurred in the preparation of such proposal and shall notify RFS when actual Out-of-Pocket Expenses incurred by First Data have exceeded such estimate. If RFS desires to expand the geographic scope of the Services under this Agreement outside of the United States, at such time the Parties will amend the Agreement to include any additional provisions that are required by the jurisdictions to which such Services are expanded, and such additional provisions shall be set forth in a manner that is consistent with the allocation of responsibility for compliance with laws as set forth in Article 16.

3.2 Permitted Users of the Services.

(a) Subject to Section 3.2(b) and the licenses granted in Section 3.3, the Services shall be provided by First Data, and the Services may be used during the

Term (including any period of Termination/Expiration Assistance, as provided in Section 21.11) by (collectively, the “ Permitted Users ”):

(i) RFS and its Affiliates;

(ii) third party suppliers and contractors of RFS and its Affiliates for the sole purpose of providing services to RFS and its Affiliates and other Permitted Users described in Section 3.2(a)(iv);

(iii) Former Affiliates for the period (up to ***) designated by RFS that is reasonably necessary for such Former Affiliate to arrange to convert and then to actually convert its processing in an orderly manner, whether directly with First Data or to another system or supplier. During such period, First Data’s relationship shall continue to be with RFS (and RFS shall remain responsible for its obligations under this Agreement with respect to the Former Affiliate), and, unless otherwise agreed between First Data and the Former Affiliate, First Data shall have no obligation directly to the Former Affiliate; and

(iv) those third party clients or joint ventures with whom RFS or an Affiliate of RFS has a bona fide commercial relationship with respect to the Account types described in Section 3.2(b) below but that is broader than mere resale of the Services.

(b) The Accounts for which a Permitted User may use the Services must meet one or both of the following criteria:

(i) RFS or an Affiliate of RFS is the issuer; or

(ii) RFS or an Affiliate of RFS is the servicer for the Account.

3.3 License.

(a) First Data System . First Data grants to RFS a limited, non-exclusive, non-transferable, worldwide license during the Term (and any Termination/Expiration Assistance period) to allow the Permitted Users to access and use the First Data System (including the functionality provided by the First Data Software that is part of the First Data System but not including the right to directly access the object code or source code of the First Data Software on the First Data System; provided, the restriction in this parenthetical shall not limit or prohibit (i) any such access that RFS has had to the First Data Software within the twelve (12) months prior to the Effective Date under the Existing Agreements; (ii) access and use of record layouts for purposes of identifying data fields available for queries and data extractions; or (iii) access and use of information for data mapping necessary for Account Conversions) to receive and use the Services as permitted in Section 3.2. The license granted in this Section 3.3(a) does not include a license to First Data Licensed Software (which is defined in and the subject of Section 3.3(b) below).

(b) First Data Licensed Software . First Data grants to RFS a limited, non-exclusive, non-transferable license during the Term (and any Termination/Expiration Assistance period) to permit RFS and its Permitted Users to

access and use the object code format of the First Data Licensed Software to receive and use the Services as permitted in Section 3.2. “ First Data Licensed Software ” shall mean the First Data Software provided by First Data or its Affiliates to RFS to use on RFS’ or its Affiliates’ own systems. The Parties will use reasonable efforts to implement a governance process to maintain a current list of the First Data Licensed Software. With respect to First Data Licensed Software, RFS shall not:

(i) disclose or distribute any First Data Licensed Software (in any format) to any third party other than a Permitted User;

(ii) permit any third party to access or use any First Data Licensed Software (in any format) through any time-sharing service, service bureau, or network consortium;

(iii) rent, lease, sell, sublicense, assign, or otherwise transfer its rights under the license granted in this Section 3.3 to any third party, whether by operation of law or otherwise, except as expressly permitted in this Agreement;

(iv) decompile, disassemble, reverse engineer, or attempt to reconstruct or discover any source code or underlying ideas or algorithms of any First Data Licensed Software;

(v) modify, alter or create derivative works of the source code for First Data Licensed Software, unless permitted under a separate written agreement between the Parties;

(vi) copy any First Data Licensed Software, except (A) for backup and archival purposes or (B) as necessary for production and testing; or

(vii) install First Data Licensed Software in, ship First Data Licensed Software to, or access First Data Licensed Software from any country other than the United States ***, without obtaining First Data’s advance written consent, provided that the foregoing list of permitted countries may be further expanded or limited with respect to specific First Data Licensed Software as may be agreed by the parties from time to time.

(c) RFS will not remove (or allow to be removed) any proprietary rights notices from any First Data Licensed Software and will display the First Data Licensed Software name and the names, logos, trademarks, trade names, and any copyright notices of First Data and First Data’s licensors, as reasonably requested by First Data.

(d) RFS will comply with the United States Export Administration Act and all applicable use, export, and re-export restrictions and regulations of the U.S. Department of Commerce or other relevant U.S. agency or authority with respect to any use of or access to the First Data System or First Data Licensed Software by RFS or the Permitted Users that is subject to such restrictions and regulations.

(e) First Data reserves all rights in the First Data System and First Data Licensed Software that are not expressly granted to RFS in this Agreement.

(f) If RFS permits access to or use of the First Data System or First Data Licensed Software by the Permitted Users, RFS will be responsible for those Permitted Users’ compliance with the terms of this Agreement and any written specifications agreed to by the Parties from time to time, in each case, that are applicable to such access or use.

3.4 Place of Performance.

(a) The locations of the First Data production facilities from which First Data provides Statement printing or card embossing to RFS pursuant to this Agreement as of the Effective Date will be agreed in writing by the parties from time to time. During the Term, First Data will not move Statement printing or card embossing for RFS pursuant to this Agreement to a new location (i.e., a location from which Statement printing or card embossing for RFS is not yet being conducted pursuant to this Agreement at the time), or materially reallocate the volume or nature of such work between locations from which it provides such Statement printing or card embossing to RFS, without RFS’ prior written approval, which shall not be unreasonably withheld, except , in either case, for changing locations between and amongst facilities located in ***, which First Data may do at its discretion.

(b) Except as set forth in Section 3.4(a), First Data may change the locations from which it provides Services; provided First Data may not process or store RFS Data in any facility outside of the United States without RFS’ prior written approval, which shall not be unreasonably withheld. However, First Data shall comply with the terms of Section 12.5 with respect to any change in a location from which First Data provides Technology Services or Production Services to the extent that the provisions of Section 12.5 apply to such change.

(c) Unless otherwise agreed in writing by the Parties, First Data will be responsible for ***, and any *** related to any First Data-initiated relocation of an operational facility from which the Services are provided.

4.1 Initial Term.

The term of this Agreement shall commence on the Effective Date and expire on November 30, 2026 (the “ Initial Term ”), unless it is terminated earlier or is extended pursuant to the terms hereof.

4.2 Renewal Terms.

Unless RFS has given notice to First Data of RFS’ election not to renew at least ninety (90) days prior to the then-existing expiration date of this Agreement (“ Non-Renewal Election ”), at the end of the Initial Term (or the then-current Renewal Term) the Term shall be automatically extended for two (2) years (each such two (2) year period, a “ Renewal Term ”); provided that there shall not be more than three (3)

Renewal Terms. Absent earlier termination, the Term shall expire after the third Renewal Term. RFS may make a Non-Renewal Election with respect to any or all of the Service Towers. If RFS makes a Non-Renewal Election with respect to one or more Service Towers, this Agreement shall continue in effect with any other Service Towers in effect at such time that have not been terminated.

5.1 Key First Data Positions.

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

(i) RFS 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 5.2 below, First Data shall designate an individual to serve as “ First Data Contract Manager ”. The First Data Contract Manager shall: (A) serve as the single point of accountability for First Data for the Services; (B) have day-to-day authority for undertaking to ensure customer satisfaction; and (C) have a First Data corporate title of Vice President or higher. The First Data Contract Manager’s compensation shall include significant financial incentives based on RFS’ satisfaction with (1) the performance of Services, (2) First Data’s contribution to RFS’ 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 RFS/RFS Affiliate and First Data management positions.

(b) Other than those individuals specifically identified by name in Schedule D for the positions for which they are identified, before assigning an individual to a Key First Data Position, whether as an initial assignment or a subsequent assignment, First Data shall notify RFS of the proposed assignment, shall introduce the individual to appropriate RFS representatives (and, upon request, provide such representatives with the opportunity to meet with the individual) and shall provide RFS with a resume and other information about the individual reasonably requested by RFS. If RFS in good faith objects to the proposed assignment, the Parties shall attempt to resolve RFS’ 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 RFS’ concerns within ten (10) days of the date RFS communicated to First Data its objections to the proposed assignment, First Data shall not assign the individual to that position and shall propose to RFS 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 RFS 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 Services, and no transfer or reassignment will occur at a time that would adversely impact the 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) Adequate Number of Qualified Personnel . First Data shall assign an adequate number of personnel to perform the Services. The personnel First Data assigns to perform the Services shall be properly educated, trained, and fully qualified for the Services they are to perform.

(b) Personnel Turnover . RFS and First Data both agree that it is in their best interests to keep the turnover rate of the First Data Personnel performing the Services to a reasonably low level. Accordingly, if RFS 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 RFS 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 RFS 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 Services without degradation and in accordance with this Agreement.

(c) Replacement of First Data Personnel . If RFS determines in good faith that the continued assignment to the RFS account of one of the First Data Personnel is not in the best interests of RFS, then RFS 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 RFS, 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, RFS requests replacement of such person, First Data shall replace that person with another person of suitable ability and qualifications. Should RFS notify First Data that the continued assignment of one or more of the First Data Personnel is not in the best interests of RFS, and that the nature of the concern is such that said First Data Personnel should be removed immediately (albeit temporarily) from RFS’ account, First Data shall immediately remove such individual(s) from RFS’ account. In any event, any request by RFS to remove an individual from RFS’ account shall not be deemed to constitute a termination of such individual’s employment by First Data and in no event shall RFS be deemed an employer of any such person. This provision shall not operate or be construed to limit First Data’s responsibility for the acts or omissions of First Data Personnel.

(d) Screening . The individuals who are assigned to perform the Services shall at all times meet the requirements provided below.

(i) Prior to assigning any individual to perform the Services in the United States (or if Services are to be performed outside of the United States, to the maximum extent permitted under local law), First Data shall satisfactorily perform the following screening activities:

(A) a five panel drug screen (except to the extent restricted by law) for any individuals hired by First Data after January 1, 2005;

(B) a criminal background check that (except to the extent restricted by law) includes a check for any conviction of a Financial Related Crime or a job-related felony, in each case during the period of the background check for any individuals hired by First Data;

(C) a determination as to whether the person is subject to, or identified on, any prohibited persons lists, including the following: FBI Most Wanted; FBI Top Ten Most Wanted; INTERPOL Most Wanted; OFAC’s Specially Designated Nationals; OFAC’s Non-SDN List; OFAC Sanctions; OSFI (Office of the Superintendent of Financial Institutions) Consolidated List – Canada; DFAIT-C - Department of Foreign Affairs and International Trade (Canada); Politically Exposed Persons, Relatives and Close Associates; Primary Money Laundering Concern Entities; Primary Money Laundering Concern Jurisdictions; Terrorist Exclusion List; United Nations Consolidated List; and World Bank Debarred Parties (collectively, the “ Prohibited Persons Lists ”); and

(D) a confirmation that the individual’s employment complies with relevant immigration law in the country where he or she is employed and any country where he or she is present in order to provide the Services.

(ii) First Data shall not assign any person to perform the Services who:

(A) has failed the drug screen;

(B) has been convicted of a Financial Related Crime or a job-related felony, in each case during the period of the background check;

(C) is listed on any of the Prohibited Persons Lists; or

(D) does not meet the requirements under immigration law to be employed in the applicable jurisdiction.

(iii) With respect to Services to be performed outside of the United States, except to the extent restricted by Applicable Law, First Data shall provide the reasonably equivalent screening activities of Section 5.2(d)(i) using the criminal records and other relevant information in the applicable local jurisdiction.

(iv) RFS may audit First Data’s compliance with this requirement. Upon RFS’ request, an officer of First Data shall certify in writing First Data’s compliance with the foregoing obligations.

6.1 General Rule.

Except to the extent specifically provided elsewhere in this Agreement, First Data shall be responsible for providing all resources (including Equipment and Software) necessary to provide the Services and will only recover such costs through the corresponding fixed and variable charges provided in the Schedule C.

6.2 Use of RFS Resources.

If First Data has access to information technology systems, data and/or voice network circuits, or infrastructure made available by RFS or RFS Affiliates in the course of performing Services, First Data shall use such systems and network circuits and infrastructure exclusively for performing Services on authorized efforts. Unauthorized use of RFS’ or a RFS Affiliate’s information technology systems, network circuits and infrastructure includes the following:

(a) failure to reasonably safeguard resources from damage, misuse or theft;

(b) circumventing or attempting to compromise, for any reason, computer security regulations such as security software, computer dial-up controls and administrative or operational procedures, without consent of RFS;

(c) tampering with a computer system in a manner which is generally believed to (i) cause harm to computer information, or (ii) lead to the unavailability of the computer resources; and

(d) performing work of a personal or business nature not directly related to the work required to be performed under this Agreement.

7.1 RFS Intellectual Property.

(a) Grant of Right to First Data . RFS grants to First Data a fully paid-up, royalty-free, non-transferable, non-exclusive right during the Term (and any period of Termination/Expiration Assistance) to use the RFS Intellectual Property for the sole purpose of providing the Services pursuant to this Agreement, but (i) subject to obtaining Required Consents with respect to third party Intellectual Property licensed to RFS and (ii) only to the extent RFS agrees such RFS Intellectual Property is necessary for First Data to provide the Services. First Data may not use RFS Intellectual Property for the benefit of any entities other than RFS and its Affiliates and other Permitted Users in connection with this Agreement. Except as otherwise requested or approved by RFS in writing, First Data shall cease all use of the RFS Intellectual Property upon the later of (A) expiration or termination of this Agreement and (B) expiration or termination of the Termination/Expiration Assistance.

(b) Ownership . As between the Parties, RFS and its Affiliates retain all rights, title and interest in, and sole ownership of, RFS Intellectual Property, subject to the rights expressly granted under Section 7.1(a). “ RFS Intellectual Property ” means all Intellectual Property that is:

(i) owned by RFS or any RFS Affiliate as of the Effective Date;

(ii) developed or acquired by or for RFS or any RFS Affiliate after the Effective Date independent of this Agreement;

(iii) licensed by a third party to RFS or any RFS Affiliate; or

(iv) RFS New Materials.

7.2 First Data Intellectual Property.

(a) First Data Intellectual Property . As between the Parties, First Data and its Affiliates retain all rights, title and interest in, and sole ownership of, the First Data Intellectual Property, subject to the rights expressly granted under this Agreement. “ First Data Intellectual Property ” means Intellectual Property that is:

(i) owned by First Data or any First Data Affiliate as of the Effective Date;

(ii) developed or acquired by or for First Data or any First Data Affiliate after the Effective Date independent of this Agreement;

(iii) licensed by a third party to First Data or any First Data Affiliate; or

(iv) FD New Materials,

but in each case not including any RFS Information or RFS Intellectual Property.

(b) Interfaces . Interfaces to First Data Software and interfaces to the First Data System will be defined, supported, and made available by First Data to and for RFS and the other Permitted Users. Custom interfaces developed for RFS will be changed only with RFS’ prior approval. Other interfaces (e.g., industry interfaces, standard client-wide system interfaces) may change without RFS’ prior approval but First Data shall provide RFS with sufficient advance notice of such changes for RFS to prepare for such changes, and First Data shall provide to RFS complete Documentation regarding such changes.

7.3 Rights in Newly Developed Software and Other Materials.

(a) RFS Development Requests . RFS may, from time to time, request that First Data develop RFS-Initiated Enhancements or RFS-Initiated New Services (the “ RFS Requested Developments ”).

(i) First Data shall perform such RFS Requested Developments under this Agreement in accordance with the applicable terms of this Agreement.

(ii) RFS’ request and related ideas, business requirements, specifications and other materials provided by or on behalf of RFS in connection with the RFS Requested Development shall be deemed RFS Confidential Information.

(iii) If First Data does not undertake or complete such RFS Requested Development pursuant to this Agreement, First Data shall not use such RFS Confidential Information for any other purpose.

(iv) Notwithstanding anything in this Agreement to the contrary, the source code or object code embodied in the First Data System or First Data Software that First Data develops pursuant to an RFS Requested Development request shall be deemed First Data Intellectual Property and First Data Confidential Information. For clarification, the fact that First Data owns such source code and object code shall not in any way limit RFS’ rights to use the ideas, business requirements, specifications and other materials that are RFS Information or RFS Intellectual Property (which, for the avoidance of doubt, shall not include the actual source code or object code embodied in the First Data System or First Data Software) related to, or the basis for, the RFS Requested Development, for any purpose under this Agreement or independent of this Agreement.

(b) Modified, Enhanced or Newly Developed Intellectual Property . This Section 7.3(b) allocates rights in modified, enhanced or newly developed Intellectual Property created by First Data pursuant to this Agreement (collectively, “ New Materials ”):

(i) To the extent that any New Materials, or portion thereof, are modifications to or enhancements of RFS Intellectual Property, such New Materials, or the applicable portion thereof, will be deemed proprietary to, and “works made for hire” for, RFS (collectively, the “ RFS New Materials ”), except to the extent that such New Materials incorporate then-existing First Data Intellectual Property and First Data has given RFS notice thereof prior to such incorporation. For the avoidance of doubt, RFS New Materials shall not include any materials that are otherwise First Data Intellectual Property which may have been based upon, to the extent based upon, or incorporated with RFS New Materials into a deliverable. If any of the RFS New Materials are not deemed a “work for hire” by operation of law, First Data hereby irrevocably assigns, transfers, and conveys to RFS without further consideration all Intellectual Property rights in such RFS New Materials. First Data acknowledges that RFS and the assigns of RFS may obtain and hold in their own name any Intellectual Property rights in and to RFS New Materials. First Data agrees to execute any documents or take any other actions as may reasonably be necessary, or as RFS may reasonably request, to perfect RFS’ ownership of any such RFS New Materials.

(ii) All New Materials other than RFS New Materials will be owned by First Data and will become a part of First Data Intellectual Property (collectively, the “ FD New Materials ”); provided that (A) such FD New Material shall not include any RFS Intellectual Property; and (B) if such FD New Material is designated by RFS in its sole discretion as ***.

(iii) If First Data desires to use *** New Materials during the *** for any purpose other than providing Services to RFS or its Affiliates or other Permitted Users under this Agreement, First Data must obtain RFS’ written approval prior to doing so, which RFS may withhold in its sole discretion. If First Data uses *** New Material to provide services for other customers of First Data either (A) during the *** with RFS’ prior written approval; or (B) at any time after the ***, First Data will pay RFS a per-product (including all billing elements under such product) royalty for use of such *** New Material as set forth below in this Section 7.3(b). Such *** New Material shall be billed incrementally by First Data, and First Data will create a separate individual billing element for such *** New Material with an associated charge which is not unfairly influenced by cross-subsidization through other charges which the other customer is required to pay in order to receive the billing element for which the royalty is payable. For the first *** years after the commencement of any use or enjoyment of *** New Material by a third party, royalties for such use shall be equal to *** that First Data and First Data Affiliates receive from the use or enjoyment of such *** New Material by entities other than RFS and its Affiliates and other Permitted Users. Following such *** year period, the royalty for use or enjoyment of such *** New Material shall be *** until such third party use or enjoyment terminates. Payments of such royalties shall be accounted for, and paid, to RFS on a quarterly basis. The royalties payable under this Section 7.3(b) shall only be due for each calendar year in which such aggregate gross receipts for such product are at least ***. If any portion of the period during which a royalty is payable is not a full calendar year, then the *** amount provided in this Section 7.3(b) shall be appropriately pro-rated for such year. The obligations set forth in this Section 7.3(b) shall continue beyond the expiration or termination of this Agreement.

(c) Non-Software Materials .

(i) As between the Parties, First Data owns and shall retain ownership of all literary works and other works of authorship generated by or on behalf of First Data or its Affiliates under or with respect to this Agreement, such as manuals, training materials, and other documentation containing First Data’s technical or operational procedures, including the Documentation and Change Control Procedures, regardless of the media on which they are contained, but excluding any RFS Intellectual Property or RFS Information that may be embedded in such FD Non-Software Materials (collectively, “ FD Non-Software Materials ”).

(ii) First Data hereby grants to RFS a fully paid-up, perpetual, irrevocable, worldwide, non-exclusive, non-transferable right to use, reproduce, adapt and create derivative works based upon, and to distribute, in each case, for internal

RFS business purposes, the FD Non-Software Materials that relate to business processes, procedures or operations of RFS or its business, except the foregoing license does not include (A) any FD Non-Software Materials, or portions thereof, that are unique to the First Data System or First Data Software, and (B) Documentation and technical procedures, each of which are addressed in Section 7.3(c)(iii) below (the items described in clauses (A) and (B) above, referred to as the “ Limited License FD Non-Software Materials ”).

(iii) First Data hereby grants to RFS a fully paid-up, worldwide, non-exclusive, non-transferable right to use, reproduce, adapt and create derivative works based upon, and to distribute, the Limited License FD Non-Software Materials for internal RFS business purposes directly related to RFS’ receipt and use of the Services during the Term and any period of Termination/Expiration Assistance.

(d) Clean Room Intellectual Property Development . Notwithstanding the other provisions of this Section 7.3, but in all cases subject to the provisions of Article 14, First Data may independently develop Intellectual Property that is similar in business functionality to software owned by RFS or *** New Materials, provided that First Data demonstrates that:

(i) no First Data employees or contractors with knowledge of RFS’ software, processes or business practices are involved in any phase of the analysis, design, development, testing or implementation;

(ii) no software developed by First Data at RFS’ expense or which incorporates RFS Intellectual Property or RFS Confidential Information is used to aid or inspire the development during the ***; provided that the restriction in this clause (ii) is subject to the same exceptions as those set forth in Sections 14.5(e)(i) through 14.5(e)(v); and

(iii) the independent development effort does not benefit in any way from the activities of RFS.

7.4 Residual Knowledge.

Nothing contained in this Agreement shall restrict a Party from the use of any general ideas, concepts, know-how, methodologies, processes, technologies, algorithms or techniques retained in the unaided mental impressions of such Party’s personnel relating to the Services which either Party, individually or jointly, develops or discloses under this Agreement, provided that in doing so such Party does not breach its obligations under Article 14 or infringe the Intellectual Property rights of the other Party or third parties who have licensed or provided materials to the other Party. Except for the license rights contained in Article 3 and this Article 7, neither this Agreement nor any disclosure made hereunder grants any license to either Party under Intellectual Property rights of the other Party. This Section 7.4 shall survive termination or expiration of this Agreement.

7.5 Required Consents.

First Data, with the cooperation of RFS, shall obtain any Required Consents for RFS to have access to and make use of First Data Software as required to receive and make use of the Services, and First Data shall pay such fees as may be required to obtain such Required Consents.

7.6 Certain Patent-Related Matters.

(a) Except as provided in Section 7.1(a), nothing in this Agreement (including Section 7.3(d)) shall be deemed, by implication or otherwise, to be a grant of right or license from RFS or any RFS Affiliate to First Data (or to any First Data Affiliate), to any contractor or service provider of First Data, or to any First Data Affiliate to any patent in which RFS or any RFS Affiliate has any right, title or interest.

(b) First Data covenants that after the expiration or termination of this Agreement it shall not (and shall cause its Affiliates not to) assert claims against, or sue, RFS or any RFS Affiliate for infringement of a 7.6(b) Patent owned by First Data or a First Data Affiliate, if and to the extent (i) RFS’ or its Affiliate’s alleged infringement of such patent relates to a process or function which was part of the Services being provided to RFS by First Data at the time this Agreement terminated or expired (such Services, collectively, the “ 7.6(b) Services ”), and (ii) less than one (1) year has passed since the date that First Data first gave RFS notice in good faith that one or more identified 7.6(b) Patents relates to the 7.6(b) Services. For the avoidance of doubt, First Data or its Affiliates may not recover damages or obtain equitable relief in connection with any claims for infringement of a 7.6(b) Patent accruing prior to the expiration of such one (1) year notice period. The term “ 7.6(b) Patent ” shall mean those (i) patents issued to First Data or its Affiliates by the U.S. Patent and Trademark Office as of the date of expiration or termination of this Agreement, and (ii) patents applied for as of the date of expiration or termination of this Agreement and issued within one (1) year after the date of expiration or termination of this Agreement. Notices from First Data identifying the 7.6(b) Patents may only be provided after any notice of termination or non-renewal of this Agreement which results in termination or expiration hereof. For purposes of this Section 7.6(b) only, Affiliates shall be limited to those entities where (x) Control is measured at fifty percent (50%) or greater and (y) such Control relating to the respective Party hereto existed as of the date of expiration or termination of this Agreement. For the avoidance of doubt, the covenant set forth in this Section 7.6(b) shall not apply to any infringement by RFS or its Affiliates of a patent or any portion thereof to the extent such infringement does not relate to processes or functions which constitute 7.6(b) Services.

(c) This Section 7.6 shall survive termination or expiration of this Agreement.

7.7 Export.

The Parties acknowledge that certain Software and technical data to be provided hereunder and certain transactions hereunder may be subject to export controls under Applicable Laws. Neither Party shall export or re-export any such items or any direct product thereof or undertake any transaction in violation of any

such laws or regulations. To the extent within First Data’s control, First Data shall be responsible for, and shall coordinate and oversee, compliance with such export laws in respect of such items exported or imported hereunder. RFS will provide to First Data at least ten (10) days’ notice if any of the Software, Equipment, technical data, or other items, provided to First Data by RFS that will be used or accessed by First Data in providing the Services is controlled for export under the International Traffic in Arms Regulations or other applicable laws (unless such items are controlled for export under United States law only as ECCN EAR99) and, if requested by First Data, will provide the ECCN classification of any such item, or the similar classification as appropriate under Applicable Law.

8.1 Responsibilities.

In addition to RFS’ responsibilities provided elsewhere in this Agreement, RFS shall have the following responsibilities:

(a) RFS shall designate one (1) individual to whom First Data may address operational communications concerning this Agreement (the “ RFS Contract Manager ”).

(b) RFS shall cooperate with First Data, including by making available management decisions, information, approvals and acceptances, as reasonably requested by First Data so that First Data may accomplish its obligations and responsibilities hereunder. The RFS Contract Manager or such person’s designee will be the principal point of contact for obtaining such decisions, information, approvals, and acceptances. Only personnel as expressly so designated by the RFS Contract Manager will be authorized to make commitments on the part of RFS that amend this Agreement or commit resources that are subject to a Charge (other than Charges that result from changes RFS makes to parameters in the First Data System in the ordinary course of business).

8.2 Savings Clause.

(a) D UE TO THE MATERIAL ADVERSE IMPACT TERMINATION OF THIS A GREEMENT OR SUSPENSION OF PERFORMANCE OF THE S ERVICES WOULD HAVE ON RFS’ BUSINESS , ***.

(b) First Data’s nonperformance of its obligations under this Agreement shall be excused if and to the extent (i) First Data’s nonperformance results from RFS’ (or its agents’, contractors’, or others for whom RFS is responsible) failure to perform its express responsibilities in this Agreement; (ii) First Data provides RFS with reasonable notice of such nonperformance; and (iii) (if requested by RFS) First Data uses Commercially Reasonable Efforts to perform notwithstanding RFS’ failure to perform (with RFS being responsible to reimburse First Data for its additional Out-of-Pocket Expenses and on a time and materials basis at the rates provided in Schedule C for First Data’s non-insubstantial incremental internal costs for such efforts).

9.1 General.

All charges for the Services are set forth or described in this Article 9 and in Schedule C. RFS shall not be required to pay First Data any amounts for the Services in addition to those payable to First Data under this Agreement or as the Parties may otherwise agree in writing. The Charges, Pass-Through Expenses, and Out-of-Pocket Expenses payable by RFS under this Agreement shall fully compensate First Data for providing the Services.

9.2 Pass-Through Expenses.

(a) “ Pass-Through Expenses ” are charges to be paid directly by RFS or by RFS through First Data. All Pass-Through Expenses are described in Schedule C. If the Parties agree that a particular Pass-Through Expense is to be paid by RFS directly, First Data shall promptly provide RFS 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 RFS. Otherwise, First Data shall act as payment agent for RFS 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 RFS with a reasonable opportunity to review the invoice to confirm First Data’s determination. Following such review by First Data and RFS, First Data shall pay the amounts due and shall invoice RFS 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, RFS shall have the right to: (i) obtain such services or materials ***; (ii) *** for such services or materials; (iii) *** or materials First Data shall obtain, provided that if First Data demonstrates to RFS 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 to *** share the results thereof with RFS; and (v) review and approve the Pass-Through Expense for such services or materials ***.

9.3 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 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 RFS unless, on a case-by-case basis for unusual expenses, RFS has agreed in advance and in writing to reimburse First Data for the expense. RFS 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).

9.4 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:

(i) any personal property Taxes on property it uses, regardless of whether such property is owned or leased;

(ii) franchise and privilege Taxes on its business; and

(iii) Taxes based on its net income or gross receipts.

(b) First Data shall be responsible for any sales, use, excise, value-added, services, consumption and other Taxes and duties payable by First Data on the goods or services used or consumed by First Data in providing the 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) RFS shall be financially responsible for all Taxes imposed on the Services in the countries in which RFS receives them, provided that RFS will not be liable for any tax imposed on First Data’s corporate franchise, net income, or gross receipts. If a Tax is assessed on the provision of any portion of the Services, the Parties shall work together to segregate the payments under this Agreement into three (3) payment streams:

(i) those for taxable Services;

(ii) those for which First Data functions merely as a payment agent for RFS in receiving goods, supplies, or services (including leasing and licensing arrangements) that otherwise are non-taxable or have previously been subject to Tax; and

(iii) those for other nontaxable Services.

(d) The Parties shall cooperate with each other to enable each to more accurately determine its own tax liability and to minimize such liability to the maximum extent legally permissible. Unless RFS has provided First Data with tax-exemption, direct pay, or resale certificates, First Data’s invoices shall separately state the amounts of any Taxes First Data is proposing to collect from RFS, and First Data shall remit such Taxes to the appropriate authorities. Each Party shall provide and make available to the other any direct pay or resale certificates, information regarding out-of-state or out-of-country sales or use of equipment, materials, or services, and other exemption certificates, power of attorney or other necessary authorizations or information reasonably requested by the other Party.

(e) First Data shall promptly notify RFS of, and coordinate with RFS the response to and settlement of, any claim for Taxes asserted by applicable taxing authorities for which RFS is responsible hereunder, it being understood that with respect to any claim arising out of a form or return signed by a Party to this Agreement, such Party may elect to control the response to and settlement of the claim, but the other Party shall have all rights to participate in the responses and settlements that are appropriate to its potential responsibilities or liabilities. If RFS requests First Data to challenge the imposition of any Tax, First Data shall do so in a timely manner and RFS shall reimburse First Data for the reasonable legal fees and expenses it incurs. RFS shall be entitled to any Tax refunds or rebates granted to the extent such refunds or rebates are of Taxes that were paid by RFS.

9.5 New Services.

(a) Definition of New Services . “ New Services ” means functionality, services or products: (i) that are materially different from and in addition to the Services or those services explicitly priced in Schedule C; and (ii) that are reasonably and logically connected to the Services. Any changes to functionality, services or products that relate to the Services are enhancements. It is the expectation of the Parties that ***.

(b) Determination of New Services .

(i) If RFS requests from the First Data Contract Manager an available service or product offering or functionality (a “ Function ”) (or begins receiving a Function, as a result of an independent action of RFS to initiate use of such Function or as a result of a request by RFS to another individual at First Data), and First Data believes that such Function is a New Service, First Data shall notify the RFS Contract Manager within *** days of the request (or, if the parenthetical applies, within *** days) that First Data believes it is a New Service.

(ii) If First Data does not notify the RFS Contract Manager that First Data considers such Function to be a New Service within the requisite time period in Section 9.5(b)(i), then ***. If First Data notifies RFS that it considers the Function to be a New Service within the requisite time period in Section 9.5(b)(i), First Data shall concurrently (A) propose the charges and other terms and conditions related to the New Service in accordance with the charging provisions in Schedule C (unless the nature of the Function is such that it cannot be accomplished contemporaneously, in which case it shall propose the charges and

terms and conditions as soon thereafter as is reasonably practical); or (B) provide a written waiver of the charges for the New Service that delineates the scope and term of the waiver. If RFS and First Data are unable to agree on whether the Function is a New Service or upon the charges and additional terms and conditions, *** while the Parties resolve the dispute in accordance with Article 22. Once the Parties have agreed on the charges and other terms and conditions applicable to a New Service, they shall be retroactive to the date ***. Until the matter is resolved, First Data shall notionally report to RFS on a monthly basis the amount of ***.

(iii) In accordance with processes to be mutually agreed upon, RFS shall use Commercially Reasonable Efforts to identify and notify First Data on or before RFS independently begins to use a Function that RFS reasonably believes First Data may consider a New Service (it being understood that RFS will not be liable if such processes do not identify changes to RFS’ usage in order for RFS to provide notification). This Section 9.5(b) shall control over any contrary provisions of the Agreement, including Section 10.1(d). Section 10.1(d) shall continue in effect with respect to items which do not relate to New Services.

***

(d) New First Data Platform . Should First Data introduce a new version of the Core Processing Platform within the First Data System that in the aggregate meets or exceeds the functionality available to RFS on the existing Core Processing Platform and make that new version generally available to its customers within the United States, RFS shall be given the opportunity to migrate to that new version. Should RFS make the choice to so migrate, (i) *** will be responsible for implementing interfaces within the RFS environment and making all other necessary modifications to the RFS system to migrate to the new platform and for participating in testing of the new platform; and (ii) *** will be responsible for all development (including retrofitting existing software), implementation, Conversion and other activities with respect to the First Data System necessary to migrate RFS and begin using the new platform to provide Services under this Agreement. However, if RFS’ migration to the new Core Processing Platform is required by First Data, then *** all of the expenses reasonably incurred by RFS and its Affiliates and First Data from the mandatory migration to the new Core Processing Platform.

(e) RFS-Initiated Enhancements . RFS shall pay the applicable Development Hour rate as set forth in Attachment C-2 for labor required to develop enhancements (that are not New Services and that First Data is not otherwise required to provide without charge under this Agreement) requested by RFS (“ RFS-Initiated Enhancements ”) on the terms agreed upon by the Parties with respect to such engagement. ***.

(f) RFS-Initiated New Services . RFS shall pay (i) the applicable Development Hour rate as set forth in Attachment C-2 for labor required to develop New Services requested by RFS (“ RFS-Initiated New Services ”) on the terms agreed upon by the Parties and (ii) any new ongoing charges established for the New Services established in accordance with this Section 9.5 and the applicable charging provisions in Schedule C.

(g) New Services Subject to this Agreement . Without modifying the limitations in Section 9.5(b), if RFS uses (or elects to have First Data perform) New Services, the Charges under this Agreement shall be adjusted, if appropriate, to reflect such New Services, in a manner consistent with the other provisions of this Section 9.5 and the applicable provisions of Schedule C. Such Services shall then be deemed “Services” and shall be subject to the provisions of this Agreement.

(h) Third Parties . ***

9.6 Benchmarking.

(a) At RFS’ request, the quality and pricing of the Services shall be measured to determine ***, to their respective customers (such process, the “ Benchmarking ”).

(b) With respect to Benchmarking, the following shall apply:

(i) The Parties will establish a joint RFS-First Data Benchmarking committee (the “ Benchmarking Committee ”) comprised of an equal number of RFS and First Data Personnel.

(ii) Within thirty (30) days of formation, or by such other date as is agreed by the Parties, the Benchmarking Committee will select a consultant (the “ Benchmarker ”) who is an independent industry-recognized benchmarking service provider to perform the Benchmarking. If the Benchmarking Committee fails to select the Benchmarker by such required date, RFS may select one of Gartner Group, Compass Management Consulting Ltd., and Meta Group (or their successors) or any other entity proposed by First Data as the Benchmarker, and such choice shall be deemed accepted by the Benchmarking Committee.

(iii) Each Party shall provide to the Benchmarker reasonable access to its knowledgeable personnel and pertinent documents and records required to perform the Benchmarking. To the extent any document or record is subject to confidentiality obligations under an agreement with a third party, the Party having a duty of non-disclosure will use Commercially Reasonable Efforts to provide the required documents and records subject to appropriate redaction of the identity of such third party or if such redaction will not sufficiently comply with its obligations, each Party shall limit disclosure to such documents to which it has obtained third party consent for disclosure. The Services shall be Benchmarked in the aggregate, taking into account RFS volumes (including mix of Services), then-current pricing, and then-current Service Levels, and the Benchmarker shall identify in writing to the Benchmarking Committee all variances which, in the aggregate, could be material, ***

(iv) If any variances that in the aggregate are unfavorable to RFS are identified by the Benchmarker, First Data shall, upon agreement by the Benchmarking Committee, make the necessary adjustments to the pricing, Service Levels, and other components of this Agreement in order to ***

(v) RFS may request Benchmarking no more frequently than every ***.

(c) Costs . The charges of the Benchmarker will be shared equally by the Parties.

9.7 ***

10.1 Invoicing.

(a) First Data shall invoice RFS on a monthly basis in arrears for all amounts due under this Agreement. Unless the Parties agree otherwise, First Data will invoice RFS electronically and provide RFS with on line access to all necessary information in order for RFS to validate the charges. The invoice shall show details as to charges as reasonably specified by RFS. First Data shall include the calculations utilized to establish the charges in sufficient detail to enable RFS to confirm the accuracy of the charges included in the invoice.

(b) If a credit is due RFS pursuant to this Agreement, First Data shall provide RFS 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 RFS within thirty (30) days.

(c) First Data shall render a single consolidated invoice for each month’s charges for each Service Tower, showing such details as reasonably specified by RFS, including as necessary to satisfy RFS’ 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 RFS. The invoice shall state for each item or service charged the billing element set forth in Schedule C or otherwise agreed upon by the Parties in writing 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 RFS, 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 RFS shall not be responsible for, any amount that is not invoiced by *** after RFS’ receipt of the related original invoice on which billings for such Services should have been included.

(e) If First Data overcharges RFS for Monthly Charges or Pass-Through Expenses relating to the Production Services two (2) or more times in a twelve (12) month period 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 RFS’ notice to First Data of such fact, *** in the months for which the invoices containing the overcharges are made.

(f) Subject to the other provisions of this Article 10, invoices provided for under Section 10.1 and properly submitted to RFS pursuant to this Agreement shall be due and payable by RFS within (i) *** days after the date of invoices for Production Services and (ii) *** days after the date of invoices for Technology Services. RFS shall pay amounts due from it to First Data electronically.

10.2 Accountability.

First Data shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by RFS hereunder, in accordance with generally accepted accounting principles applied on a consistent basis. First Data agrees to provide RFS with documentation and other information with respect to each invoice as may be reasonably requested by RFS to verify accuracy and compliance with the provisions of this Agreement. RFS 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.

10.3 Proration.

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

10.4 Refundable Items.

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

(b) Refunds and Credits . If First Data should receive a refund, credit or other rebate for goods or services previously paid for by RFS, First Data shall promptly notify RFS 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 RFS. Unless previously paid to RFS, 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 RFS under this Agreement. If no further payments are due to First Data under this Agreement, First Data shall pay such amounts to RFS within thirty (30) days of RFS’ request therefor.

10.5 Deductions.

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

10.6 Disputed Charges.

Subject to Section 10.5, RFS shall pay undisputed charges when such payments are due under this Article 10 and Schedule C. RFS may withhold payment of particular charges that RFS disputes in good faith. RFS 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.

11.1 General.

First Data shall perform the Services:

(a) at least at the same level and with at least the same degree of accuracy, quality, completeness, timeliness, responsiveness and efficiency as (i) that which has been provided by First Data prior to the Effective Date and (ii) with respect to the Technology Services, that which is provided by ***;

(b) in accordance with commercially reasonable standards satisfied by leading well managed credit card industry operations performing services similar to the Services; and

(c) in accordance with the performance standards for certain of the Services provided in Schedule B (“ Service Levels ”), and such Service Levels shall supersede any performance standard required by Sections 11.1(a) and 11.1(b).

11.2 Periodic Review.

At least annually during the Term the Parties will review the Service Levels and will make adjustments to them as appropriate to reflect improved performance capabilities associated with advances in technology, processes and methods. The Parties expect and understand that the Service Levels will be improved over time. As new technologies and processes are introduced, additional Service Levels reflecting *** for those technologies and processes will be established in accordance with the procedures described in Schedule B.

12.1 First Data–RFS Contacts.

In terms of providing daily operational support during the Term, unless otherwise requested by RFS, the First Data Contract Manager shall directly contact the RFS Contract Manager and his or her designees and representatives. Only the RFS Contract Manager or a designee of the RFS Contract Manager (as identified by the

RFS Contract Manager to First Data in writing) will be authorized to make commitments on the part of RFS with First Data that amend or waive compliance with this Agreement.

12.2 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 RFS. This support may include high-level discussions regarding policies, procedures, guiding principles of the relationship, issues associated with First Data’s execution of the Services, allocation of resources, support and understanding of RFS’ strategic direction and review of RFS 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 RFS in this Agreement. The RFS Contract Manager 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 RFS and two (2) appointed by First Data. The Parties may, upon their mutual consent, add additional persons to the Steering Committee.

12.3 Reports and Meetings.

(a) Reports . First Data shall provide RFS with periodic reports as agreed by the parties in specifications from time to time. As one such report, First Data shall provide a monthly performance report, which shall be delivered to RFS within twenty (20) days after the end of each month, describing First Data’s performance of the Services in the preceding month (the “ Monthly Performance Report ”). Such Monthly Performance Report shall:

(i) separately address First Data’s performance in each area of the Services;

(ii) for each area of the Services, assess the degree to which First Data has attained or failed to attain the pertinent objectives in that area, including with respect to the Performance Standards, including the Service Levels;

(iii) explain deviations from the Performance Standards and include a plan for corrective action where appropriate;

(iv) describe the status of problem resolution efforts, ongoing projects, and other initiatives;

(v) provide a record of the material Equipment, Software and personnel changes that pertain to the Services and describe planned changes during the upcoming month that may affect the Services;

(vi) provide the utilization of resources for the month and report on utilization trends and statistics; and

(vii) include such documentation and other information as RFS may reasonably request to verify compliance with, and meeting the objectives of, this Agreement.

(b) Meetings . The Parties shall participate in periodic meetings to be held between representatives of RFS and First Data, as further described in this Section 12.3(b). First Data shall prepare and circulate an agenda reasonably in advance of each such meeting to give participants an opportunity to prepare for the meeting. First Data shall incorporate into such agenda those items that RFS desires to discuss and communicates in writing to First Data reasonably in advance of the applicable meeting. At RFS’ request, First Data shall prepare and circulate minutes promptly after a meeting, although neither Party shall be bound thereto and RFS shall not be obligated to correct or object to any errors therein. Unless otherwise agreed by the parties in writing, such meetings shall include the following:

(i) weekly meetings among operational personnel representing RFS and First Data to discuss issues (if any) that require a Root Cause Analysis;

(ii) monthly meetings among operational personnel representing RFS and First Data to discuss the prior month’s performance under the Production Services Tower;

(iii) monthly meetings among operational personnel representing RFS and First Data to discuss the prior month’s performance under the Technology Services Tower;

(iv) monthly meetings among operational personnel representing RFS and First Data to discuss the Monthly Performance Report, performance under both Service Towers, planned or anticipated activities and changes that might adversely affect performance, and otherwise to address, review and discuss matters specific to RFS;

(v) weekly and monthly meetings among operational personnel representing RFS and First Data to discuss billings under this Agreement;

(vi) quarterly meetings among the First Data Contract Manager (and any First Data Personnel the First Data Contract Manager deems appropriate) and the RFS Contract Manager (and any RFS personnel the RFS Contract Manager deems appropriate) to discuss and review financial performance under the Agreement; and

(vii) such other meetings between RFS representatives and First Data Personnel as reasonably requested by either Party as necessary to address performance of the Services.

12.4 Specifications.

First Data shall maintain, and comply with the service descriptions, standards, processes, and other requirements for the Services as mutually agreed in written specifications by the Parties from time to time.

12.5 Change Control.

(a) Change Control Requirements . First Data shall comply with the following change control requirements:

(i) Prior to using any new software or new equipment to provide the Services, First Data shall have verified that the item has been properly installed, tested, is operating in accordance with its specifications, interfaces with RFS properly, continues to meet RFS’ functional requirements (as made known to First Data) at least as well as the prior Software or Equipment, and is performing its intended functions in a reliable manner.

(ii) First Data shall not take an action or make a decision which (A) has a material adverse effect on RFS or an RFS Affiliate; (B) adversely affects the function or performance of, or may decrease the resource efficiency of, the Services; (C) adversely affects RFS’ costs or efficiency in conducting its business; or (D) adversely affects First Data’s capability or commitment to provide disaster recovery or business continuity services for the Services, including implementing changes in technology or Equipment and Software configuration that has such effect, without first ***; provided changes in the production cycle for the Production Services shall be governed by Section 12.5(a)(v) below. First Data may make temporary changes required by an emergency if it has been unable to contact an appropriate RFS manager to *** after making reasonable efforts. First Data shall document and promptly report such emergency changes to RFS. First Data shall, as requested by RFS, provide support for changes to the RFS systems and procedures, if any, necessitated by changes in the First Data Software or First Data System.

(iii) First Data shall move programs from development and test environments to production environments in a controlled and documented manner, so that no changes are introduced into the programs during such activity.

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

(v) With respect to the addition of material new RFS volumes within the Production Services Tower requested by RFS for (A) existing RFS 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 RFS 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 RFS volumes shall be referred to as “ New Cycle Schedules ”), RFS 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 or existing RFS volumes to other First Data-operated production facilities so long as neither RFS nor any RFS Affiliate is prevented, either contractually (under agreements with RFS 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) Change Control Procedures . First Data shall maintain change control procedures for the Production Services and Technology Services (each a “ Change Control Procedure ”) detailing how First Data will comply with the requirements set forth in Section 12.5(a) above and otherwise control changes in or affecting the applicable processing environment. The Change Control Procedures may not modify or change the scope of Services to be provided under, or any other terms or conditions of, this Agreement. All updates to the Change Control Procedures shall be provided to RFS for review, comment, and approval. First Data shall perform the Services in accordance with the Change Control Procedure.

(c) Change Control Committee . The Parties shall maintain a change control committee (“ Change Control Committee ”), which shall manage and support the Parties in regard to custom changes, joint testing and other custom application development and maintenance issues. The RFS Chief Information Officer shall have final authority to settle all disputes in, and in connection with, the Change Control Committee.

12.6 Use of Subcontractors and Other Support.

(a) Each third party to whom First Data subcontracts a portion of the Services provided herein *** are referred to herein as a “ Subcontractor ”).

(b) First Data may, in the ordinary course of business, use Subcontractors for third party services or products that are not dedicated to RFS, that are not material to a particular function constituting a part of the Services, and that do not result in a material change in the way First Data conducts its business, provided use of such Subcontractor does not adversely affect RFS, whether in performance of or Charges for the Services or otherwise. If RFS expresses concerns to First Data about a Subcontractor covered by this Section 12.6(b), First Data shall discuss such concerns with RFS and work in good faith to resolve RFS’ concerns on a mutually acceptable basis. First Data may also engage individual independent contractors (either directly or through “staffing” companies) to supplement its employee workforce, and such arrangements shall not be deemed Subcontractors under this Agreement.

Subject to Section 12.6(b), First Data may use Subcontractors in the performance of its obligations under this Agreement only in accordance with the following: Prior to entering into any subcontract with a Subcontractor (other than a Subcontractor described in Section 12.6(b)), First Data shall give RFS reasonable prior notice specifying the components of the Services affected, the scope of the proposed arrangement with the Subcontractor (as it relates to this Agreement), and the identity and qualifications of the proposed Subcontractor. Except as otherwise provided in Section 12.6(b), ***.

(c) If RFS in good faith expresses concerns to First Data that an *** Subcontractor’s performance is materially deficient, good faith doubts exist concerning the Subcontractor’s ability to render future performance because of changes in the Subcontractor’s ownership, management or financial condition, or there have been material misrepresentations by or concerning the Subcontractor, the Parties shall attempt to relieve RFS’ concerns on a mutually-agreeable basis, including through discussions of the pertinent issues by senior management of the Parties. If the Parties are unable to resolve RFS’ concerns, they will work together in good faith in order to mutually agree upon a reasonable, cost-effective solution ***, that balances RFS’ concerns with First Data’s economic concerns as well as the relevant interests of other First Data clients who could be impacted by such a change.

(d) First Data shall remain responsible for obligations, services, and functions performed by Subcontractors and its independent contractors to the same extent as if such obligations, services, and functions were performed by First Data’s employees, and for purposes of this Agreement such work shall be deemed work performed by First Data’s employees. First Data shall be RFS’ sole point of contact regarding the Services, including with respect to payment.

(e) To the extent Subcontractors, independent contractors, agents, representatives and other entities perform, or otherwise provide support to First Data related to, the Services, First Data shall cause such entities to comply with the obligations and restrictions applicable to First Data under this Agreement and First Data shall be liable to RFS for any breach on the same basis as if First Data itself had caused such breach.

12.7 Quality Assurance and Improvement Programs.

As part of its total quality management process, First Data shall provide continuous quality assurance and quality improvement through: (a) the identification and application of proven techniques and tools from other installations within its operations (i.e., “best practices”) that would benefit RFS either operationally or financially; and (b) the implementation of concrete programs, practices and measures. Such procedures shall include checkpoint reviews, testing, acceptance, and other procedures for RFS to confirm the quality of First Data’s performance, and shall be agreed upon in writing by the Parties from time to time.

12.8 *** Testing.

With respect to the Services, the Parties agree to *** testing of First Data’s systems and databases (“*** Testing ”) pursuant to the following:

(a) At regular intervals during the Term (and in any event, not less than annually), First Data shall ***, on its own or through an independent third party computer security *** tester that it may choose, undertake *** Testing of First Data’s information systems and databases. Following such testing, First Data will provide to RFS an executive-level summary of the results of such *** Testing with respect to any environment (dedicated or shared) supporting RFS.

(b) If the results of the *** Testing uncover material deficiencies on the part of First Data’s systems and databases that support RFS’ account (whether shared or dedicated to RFS), First Data shall (at its own cost and expense) remedy such material deficiencies (including undertaking appropriate pre-production testing) using all appropriate diligence and speed.

12.9 Restrictive Covenant.

***

13.1 Regulatory Oversight & Disclosure.

(a) RFS and its Affiliates are subject to rules and regulations of, and examination and supervision by, the Board of Governors of the Federal Reserve System and, in certain cases, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, and other applicable regulatory or supervisory agencies of financial institutions (collectively, the “ RFS Regulatory Agencies ”). First Data and its Affiliates are subject to the rules and regulations of, and examination and supervision by, the Federal Financial Institutions Examination Council and other applicable regulatory or supervisory agencies of financial services companies (the “ First Data Regulatory Agencies ” and collectively with the RFS Regulatory Agencies, the “ Regulatory Agencies ”).

(b) Nothing in this Agreement or any other agreement or document related to this Agreement shall be deemed to preclude or restrict the other Party or its Affiliates from disclosing to any of the Regulatory Agencies, or any of the Regulatory Agencies from obtaining access to this Agreement, either Party’s Confidential Information, or any information generated, provided, or collected in connection with the performance of this Agreement pursuant to the examination or supervisory requirements of any of the Regulatory Agencies without the necessity of notice to such Party and without a requirement to assist in contesting such disclosure, provided that each Party and its Affiliates will use Commercially Reasonable Efforts to (i) notify the other Party before the disclosure is made to the disclosing Party’s Regulatory Agencies; and (ii) seek from the applicable Regulatory Agency the same protection from further disclosure for the other Party’s Confidential Information that the disclosing Party or its Affiliates seeks for its own Confidential Information.

13.2 Audit Rights.

(a) First Data shall maintain a reasonable audit trail of all financial and non-financial transactions resulting from this Agreement. First Data shall provide to RFS, its auditors (including internal audit staff and external auditors), inspectors, regulators, and other representatives as RFS may from time to time designate in writing, access at reasonable times (and in the case of RFS Regulatory Agencies at any time required by such RFS Regulatory Agencies) to any facility or part of a facility at which either First Data or any of its subcontractors is providing the Services, to First Data Personnel, and to data and records relating to the Services for the purpose of performing audits and inspections of either First Data or any of its Subcontractors during the Term and for the period First Data is required to maintain records hereunder to:

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

(ii) verify the accuracy of charges and invoices;

(iii) examine First Data’s performance of the Services and conformance to the terms of this Agreement including, to the extent applicable to the Services and to the charges therefor, performing audits: (A) of operating practices and procedures, (B) of systems used to perform Services, (C) of supporting information and calculations regarding compliance with Performance Standards, (D) of the efficiency of First Data in performing the Services (but only to the extent affecting charges for, or timing of, Services hereunder), (E) of general controls and security practices and procedures, (F) of applicable disaster recovery and back-up procedures, or (G) as necessary to enable RFS to meet, or to confirm that First Data is meeting, applicable regulatory and other legal requirements (e.g., Sarbanes Oxley-related compliance).

(b) First Data shall provide to such auditors, inspectors, and representatives such assistance as they reasonably require (and all assistance requested by RFS Regulatory Agencies). First Data shall cooperate fully with RFS or its designees in connection with audit functions and with regard to examinations by RFS Regulatory Agencies. RFS’ auditors and other representatives shall comply with First Data’s reasonable security requirements. With respect to RFS-initiated general audits that are conducted on-site at First Data:

(i) RFS shall give First Data at least sixty (60) days’ prior notice of RFS’ intent to audit and the notice shall include a description of the scope of the audit;

(ii) RFS shall limit audits that are to be conducted on-site at First Data facilities to *** per calendar year lasting no more than ***;

(iii) First Data shall permit RFS to make inquiries, observe First Data performing Services and conduct walkthroughs of First Data service delivery locations;

(iv) RFS will not be given direct access to conduct its own testing or scans on the First Data System. First Data will, however, (A) permit RFS to *** using generally accepted audit sampling methodologies and approaches and (B) provide RFS with *** as necessary to conduct such testing;

(v) First Data may require RFS to review sensitive First Data policies, disaster recovery/business continuity and other proprietary documents on-site at a First Data site;

(vi) if RFS requests access to information that First Data reasonably believes it cannot make available without also disclosing proprietary and confidential information in violation of its commitments to other First Data customers, or where disclosure would jeopardize the safety and security of the First Data System, the Parties will manage the RFS request and First Data disclosure of information in accordance with the “Oversight Information Request Process” used by the Parties as of the Effective Date; and

(vii) First Data shall provide documentation and other information about training programs as they relate to security training for First Data Personnel.

The limitations in this Section 13.2(b) shall not apply to audits conducted by RFS Regulatory Agencies.

(c) First Data will provide RFS with prompt notification of any financial difficulty and other financial information via First Data’s publically available documents, (e.g. 10-Ks, and 10-Qs) and via periodic financial discussions with the First Data CFO or his designee when requested by RFS.

(d) First Data will complete information security and physical security assessment questionnaires as requested by RFS from time-to-time during Term.

13.3 SSAE 16 Audit.

First Data will cause to be conducted an annual third party audit (as well as any “gap” letters required to cover stated controls for the applicable annual period not to exceed three (3) months) of its operations in each country in which First Data provides Services under this Agreement. The audit described in this Section 13.3 will be conducted by a national major auditing firm as selected by First Data, and First Data shall provide such auditor with such assurance of management as may be required, in conformance with the requirements for a SOC 1 and SOC 2, Type II audit under American Institute of Certified Public Accountants SSAE 16 (“ SSAE 16 ”), or any successor or substitute statement adopted by such (or, in those jurisdictions in which SSAE 16 standards do not apply, a comparable auditing standard), and its scope will include the processes and internal controls maintained by First Data to provide the Services. First Data shall consider RFS’ auditors reasonable input into the scope of each proposed audit. Promptly after completion of each such SSAE 16 audit (or comparable audit), First Data will provide RFS with a copy of the audit report. If such report indicates any deficiencies or matters requiring attention, First Data shall promptly address all such items.

13.4 Sarbanes-Oxley Compliance.

First Data shall comply with any legal requirements directly imposed upon it (if any) under Section 404 of the Sarbanes Oxley Act of 2002, as the same may be amended from time to time.

13.5 Other First Data Audits.

RFS and First Data agree to develop mutually agreed-upon operating procedures for the prompt sharing of executive summaries of material audit findings related to First Data’s operating practices and procedures produced by auditors of either Party and which reveal that a material failure to perform in accordance with this Agreement has occurred or that there is a reasonable possibility of such a failure occurring. If any such audit, finding or report reveals that a material failure to perform in accordance with this Agreement has occurred or that there is a reasonable possibility of such a failure occurring, First Data shall promptly (a) advise RFS of the issue; (b) provide an executive summary of the related material audit findings, which at a minimum includes (i) the locations, RFS customers, and areas of Service affected, (ii) the severity of the issue, and (iii) the potential impact of the issue on RFS; and (c) advise RFS of the remedial efforts being undertaken with respect to such failure or potential failure to perform and provide periodic updates on the status of such efforts.

13.6 Audit Follow-up.

(a) Following RFS’ completion of an audit or examination of First Data, RFS may conduct, or request its external auditors or examiners to conduct, an exit conference with First Data to obtain factual concurrence with issues identified in the audit.

(b) If requested by RFS, First Data and RFS (or RFS’ auditors) shall promptly meet to review each audit report after its issuance (including audit reports provided by RFS, First Data or a third party) and to mutually agree upon the appropriate manner, if any, in which to respond to the changes suggested by the audit report.

13.7 Records Retention.

First Data shall maintain and upon request provide access to the records, documents and other information set forth in the Records Retention Schedule attached hereto as Schedule E.

13.8 Overcharges.

If an audit shows that First Data has overcharged RFS, First Data will either, at RFS’ option, credit to RFS’ 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 RFS to First Data, or pay the amount to RFS directly. If an audit shows that First Data overcharged RFS on any invoice by more than *** over the correct amount of the invoice, then First Data will also pay RFS for the reasonable cost of the audit (provided the auditor was not retained on a contingency basis).

13.9 Supplier Assessments.

(a) In addition to the audits required or permitted in Sections 13.1 through 13.5, First Data will reasonably and in good faith cooperate with RFS with respect to various risk assessments that RFS reasonably requests to conduct with respect to First Data from time to time during the Term (collectively, the “ RFS Supplier Assessments ”), which may include providing RFS access to subject matter experts, completing questionnaires provided by RFS, and participating in meetings to address particular or general concerns raised by RFS. RFS Supplier Assessments may cover topics such as First Data’s financial health, legal and compliance issues, operations issues, technology, business continuity/disaster recovery, and information security. RFS Supplier Assessments may include onsite visits to First Data locations by RFS staff and subject matter experts in coordination with First Data. Onsite visits for all RFS Supplier Assessments in a Contract Year shall not exceed ***. RFS may conduct more than one RFS Supplier Assessment onsite concurrently. RFS shall give First Data at least sixty (60) days’ prior notice of a requested RFS Supplier Assessment, and the notice shall describe the subject matter and reason for the RFS Supplier Assessment. The Parties shall then cooperate in good faith to schedule the RFS Supplier Assessment and establish a plan, including scope and required First Data resources, for the RFS Supplier Assessment. For the avoidance of doubt, RFS will not be given direct access to conduct its own testing or scans on the First Data System, and First Data may require RFS to review sensitive First Data policies, disaster recovery/business continuity and other proprietary documents on-site at a First Data site if any such review is within the scope of an RFS Supplier Assessment. If RFS requests access to information that First Data reasonably believes it cannot make available without also disclosing proprietary and confidential information in violation of its commitments to other First Data customers,

or where disclosure would jeopardize the safety and security of the First Data System, the Parties will manage the RFS request and First Data disclosure of information in accordance with the “Oversight Information Request Process” used by the Parties as of the Effective Date.

(b) RFS may conduct RFS Supplier Assessments on an ongoing periodic basis after the Effective Date *** based on the inherent risk profile of First Data and the severity of any risks that RFS reasonably identifies and that are relevant to RFS and the Services, subject to the notification, scheduling, and time limitation provisions set forth in Section 13.9(a). RFS’ determination of the results of each such RFS Supplier Assessment will be based on RFS’ reasonable risk-based analysis and criteria applied uniformly to First Data and similar RFS suppliers. If the results of an RFS Supplier Assessment are unsatisfactory to RFS, RFS may notify First Data (an “ Assessment Notice ”) and initiate the following process: (i) RFS shall advise First Data of its concerns in the Assessment Notice, and the Parties shall promptly meet to discuss them; (ii) the Parties will conduct such discussions in good faith and mutually agree upon the appropriate manner, if any, in which to respond to the concerns raised by RFS’ Assessment Notice; (iii) First Data will act in good faith to attempt to reach agreement with RFS to address the concerns raised in the Assessment Notice, but if First Data does not agree that a concern raised by RFS in an Assessment Notice should be addressed by First Data, then First Data will provide RFS with a reasonable explanation of the reasons for its determination (which reasons may include that the remedy or action is unreasonably costly compared to the risk at issue, the remedy or action would interfere with or threaten the performance or security of the First Data System, or the remedy or action would violate First Data policy) and discuss the same with RFS and (iv) if the Parties agree that concerns identified by RFS in its Assessment Notice will be addressed by First Data, then within forty-five (45) days following such agreement, First Data shall develop an action plan designed to address such concerns in the manner agreed upon by the Parties (an “ Action Plan ”). Upon confirmation from RFS that such Action Plan will adequately address the identified concerns, First Data shall promptly implement the Action Plan. Within thirty (30) days of completed implementation of the Action Plan, RFS may undertake a reassessment of the applicable RFS Supplier Assessment to determine if the issue has been adequately remediated. For the avoidance of doubt, (A) the reassessments described in the immediately preceding sentence, (B) the Parties’ discussion of concerns raised by RFS in Assessment Notices as described in this Section 13.9(b), (C) if applicable, escalation of any such concerns pursuant to Section 13.9(c), and (D) onsite visits conducted by RFS in exercising its audit rights or other rights elsewhere in this Agreement, shall not count against the *** limitation on onsite visits described in Section 13.9(a).

(c) If the Parties are unable to agree as to whether concerns raised by RFS in an Assessment Notice will be addressed by First Data, then either Party may initiate escalation of such matter or matter(s) by giving the other Party a written escalation notice, in which case the First Data Contract Manager and RFS Contract Manager shall escalate the matter or matters at issue to appropriate executives up to and including each Party’s Chief Executive Officer to resolve such matter or matters.

14.1 RFS Information.

RFS Information shall be and remain, as between the Parties, the property of RFS. First Data shall not possess or assert any lien or other right against or to RFS Information. No RFS Information, or any part thereof, shall be:

(a) used by First Data for any purpose other than in connection with providing the Services;

(b) sold, assigned, or leased or otherwise disposed of to third parties by First Data; or

(c) commercially exploited by or on behalf of First Data.

14.2 First Data Information.

First Data Information shall be and remain, as between the Parties, the property of First Data. RFS shall not possess or assert any lien or other right against or to First Data Information. No First Data Information, or any part thereof, shall be:

(a) used by RFS for any purpose other than in connection with utilizing the Services;

(b) sold, assigned, leased or (except as otherwise permitted in this Agreement) otherwise disposed of to third parties by RFS; or

(c) commercially exploited by or on behalf of RFS.

14.3 Safeguarding RFS Data.

(a) First Data will implement and maintain physical, technical and organizational measures (including reasonable logical or physical security for the First Data System and at First Data’s facilities where its servers or other network equipment are located) to protect the security and confidentiality of RFS Data under the control of First Data (or its Affiliates, Subcontractors or independent contractors) against, among other things, accidental, unauthorized or unlawful access, use, modification, disclosure, loss, or destruction of RFS Data (collectively, “ First Data Security Measures ”). Such First Data Security Measures shall, at a minimum, (i) include the network and physical level security and other controls described by First Data in First Data’s written policies and procedures, including any such policies or procedures provided to RFS or otherwise made available to RFS for review; and (ii) be in compliance with Section 16.1. First Data will, upon request by RFS, permit RFS to review the First Data information security policies and procedures on-site at a First Data facility. First Data shall notify RFS in advance of any proposed changes to the First Data Security Measures that would materially reduce the then-existing security measures, in the aggregate. Any such proposed changes are subject to Section 12.5 and may be evaluated by RFS through the RFS Supplier Assessments process described in Section 13.9. The First Data information security policies and procedures are First Data’s Confidential Information.

(b) Without limiting Section 14.3(a):

(i) First Data shall not permit First Data Personnel to access, or allow access to, any RFS Data which is not required for performance of the Services by First Data Personnel. If such access is attained (or is reasonably suspected), First Data shall promptly report such incident to RFS pursuant to Section 14.7.

(ii) First Data shall utilize Commercially Reasonable Efforts, including thorough systems security measures, to guard against the unauthorized access, alteration, or destruction of RFS Data. Such measures shall include the use of Software which: (A) requires all users to enter a user identification and password prior to gaining access to the information systems; (B) controls and tracks the addition and deletion of users; and (C) controls and tracks user access to areas and features of the information systems.

(c) First Data will use Commercially Reasonable Efforts to (i) ensure that any materials provided by First Data to RFS in connection with security audits and assessments conducted by RFS under this Agreement are complete and accurate in all material respects, and (ii) to communicate to RFS corrections to any such materials promptly upon discovery.

14.4 GLB Act 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 RFS and its Affiliates and, to the extent related to the Gramm-Leach-Bliley Act (“ GLB Act ”), other RFS Data received by First Data from RFS 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 RFS customers received from RFS or its Affiliates or obtained as a result of Services performed for RFS (“ RFS Customer Information ”) except as necessary in the ordinary course of business to perform Services hereunder or as authorized in writing by RFS. First Data will ensure that any such third party to whom First Data transfers or provides access to RFS Customer Information (other than those to whom RFS has instructed First Data to transfer or provide access, which shall be RFS’ responsibility):

(i) signs a written agreement to restrict its use of RFS 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 RFS and its Affiliates as provided in this Section 14.4; and

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

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

14.5 Confidentiality.

(a) Confidential Information . First Data and RFS each acknowledge that they may be furnished with, receive or otherwise have access to information of or concerning the other Party that such Party considers to be confidential, 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. The terms and conditions of this Agreement and any specifications agreed in writing by the parties from time to time shall be deemed Confidential Information of each Party.

(b) In the case of RFS, Confidential Information also shall include, whether or not labeled as “Confidential Information”,

(i) RFS Data;

(ii) the specifications, designs, documents, correspondence, software, documentation, and other materials and work products produced by RFS or its representatives;

(iii) fraud tables, parameter settings, and configurations entered in the First Data System by or on behalf of RFS;

(iv) information concerning the operations, affairs and businesses of RFS, the financial affairs of RFS, and the relations of RFS with its customers, employees and service providers (including customer lists, customer information, account information and consumer markets);

(v) Software provided to First Data by or through RFS; and

(vi) other information or data concerning RFS or its operations, affairs or business that is 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 “RFS Confidential Information”).

(c) In the case of First Data, Confidential Information also shall include, whether or not labeled as “Confidential Information”, the following if disclosed to RFS in connection with provision of the Services:

(i) all User Manuals, specifications, designs, documents, correspondence, First Data Software (including First Data Licensed 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 Services located therein or thereon (other than software, documentation and other materials which the Parties have agreed is owned by RFS or an RFS 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); and

(iii) other information or data concerning First Data or its operations, affairs or business that is 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 ”); provided, however, that First Data Confidential Information shall not include any RFS Confidential Information.

(d) Obligations .

(i) Each Party’s Confidential Information shall remain the property of that Party except as expressly provided otherwise by the provisions of this Agreement. Each Party shall use at least the same degree of care as it employs to avoid unauthorized disclosure of its own information, but in any event no less than Commercially Reasonable Efforts, to prevent disclosing to unauthorized parties the Confidential Information of the other Party, provided that (A) First Data may disclose such information to First Data Personnel, Subcontractors, officers, lawyers, accountants and other professional advisers, external or internal auditors, directors, and agents to the extent necessary for First Data to perform the Services; and (B) RFS may disclose such information (other than pricing related terms of this Agreement) to third parties as and to the extent necessary for the conduct of its business, other than to a First Data Competitor (except for disclosure of information relating to First Data interfaces as necessary to interface with First Data Competitor systems or disclosure

of information permitted to be disclosed under (and in accordance with) Section 21.11 in connection with Termination/Expiration Assistance). Further, if First Data adds a person to the list of First Data Competitors, or if a First Data Competitor acquires or otherwise becomes affiliated with a person, and that person is providing services to RFS in connection with RFS’ receipt or use of the Services at the time of such addition, acquisition or other affiliation occurs, then RFS may continue to receive such services from such person and disclose Confidential Information to such person consistent with past practices and as and to the extent necessary to continue to receive such services. In each case of disclosure permitted under subclause (A) or (B) above, the Party making the disclosure described in subclause (A) or (B) must first obtain an agreement in writing from the person to whom such information will be disclosed obligating them to the confidentiality obligations described in this Section 14.5.

(ii) As requested by a Party during the Term (but in the case of First Data Information, except as required by RFS and the RFS Affiliates in order to receive and use the 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 the requesting Party’s Confidential Information or, in the case that RFS is the requesting Party, any other RFS Information, or, in the case that First Data is the requesting Party, any other First Data Information, except (A) as necessary to comply with Applicable Laws and Rules; or (B) for archival data files which shall not be used for any purpose and shall be destroyed in the ordinary course of such Party’s computer file backup procedures.

(iii) In the event of any actual or suspected misuse, disclosure or loss of, or inability to account for, any Confidential Information of the Furnishing Party, the Receiving Party promptly shall (without limiting Section 14.7):

(A) notify the Furnishing Party upon becoming aware thereof;

(B) promptly furnish to the other Party full details of the unauthorized possession, use, or knowledge, or attempt thereof, and use reasonable efforts to assist the other Party in investigating or preventing the reoccurrence of any unauthorized possession, use, or knowledge, or attempt thereof, of Confidential Information;

(C) take such actions as may be necessary or reasonably requested by the Furnishing Party to minimize the violation; and

(D) cooperate in all reasonable respects with the Furnishing Party to minimize the violation and any damage resulting therefrom.

(iv) Neither Party shall commence any legal action or proceeding against a third party with respect of any unauthorized possession, use, or knowledge, or attempt thereof, of Confidential Information by any person or entity which action or proceeding publically identifies the other Party without reasonable prior consultation with such Party.

(e) Exclusions . Section 14.5(d) shall not apply to any particular information (other than RFS Data and any Non-Public Personal Information) which First Data or RFS can demonstrate:

(i) was, at the time of disclosure to it, in the public domain;

(ii) after disclosure to it, is published or otherwise becomes part of the public domain through no fault of the Receiving Party;

(iii) was lawfully in the possession of the Receiving Party at the time of disclosure to it without obligation of confidentiality;

(iv) was received after disclosure to it 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

(v) 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 (including RFS Data and Non-Public Personal Information) of the other Party as required to satisfy any legal requirement of a competent government body provided that, promptly upon receiving any such request and to the extent that it may legally do so, such Party advises the other Party of the request 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.

(f) No Implied Obligation . Each Party’s Confidential Information shall remain the property of that Party. Nothing contained in this Section 14.5 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 impliedly, any rights or license to the Confidential Information of the other Party, and any such obligation or grant shall only be as provided by other provisions of this Agreement.

14.6 PCI-DSS Compliance.

First Data shall comply with the PCI-DSS, and maintain current validation of its compliance with all applicable payment card networks, at all times during the Term.

14.7 Notification of Security Breach.

(a) Notification .

(i) In the event of a First Data Security Incident (other than the loss by First Data of any medium or equipment containing RFS Data where all the RFS Data in the medium or equipment is encrypted), First Data shall, at its own expense, (A) promptly notify RFS upon discovery or notification of any such actual or

reasonably suspected First Data Security Incident, and in all cases within *** for such a First Data Security Incident that would reasonably be expected to have a material adverse effect on RFS and within *** for all other such First Data Security Incidents, and (B) take action promptly to (1) identify the cause and limit the scope of the First Data Security Incident; (2) remediate the impact of the First Data Security Incident; and (3) prevent similar incidents from occurring in the future. First Data shall also provide RFS with a detailed description of the First Data Security Incident, the type of data that was the subject of the First Data Security Incident, the identity of each affected person, and any other information RFS may reasonably request concerning such affected Account holders and the details of the breach, as soon as such information can be collected or otherwise becomes available.

(ii) Notwithstanding the parenthetical in the first sentence of this Section 14.7(a)(i), if a First Data Employee who holds a Key First Data Position or who is otherwise assigned to First Data’s dedicated client service team for RFS loses or has stolen his or her mobile phone, tablet, laptop computer, USB or any other device and it contains RFS Data, then First Data shall, at its own expense, (A) promptly notify RFS upon discovery or notification of any such lost or stolen device (and in all cases within *** for such a First Data Security Incident that would reasonably be expected to have a material adverse effect on RFS and within *** for all other such First Data Security Incidents), and (B) take action promptly to remediate the impact of the First Data Security Incident. First Data shall also provide RFS with a detailed description of the First Data Security Incident, the type of data that was the subject of the First Data Security Incident, the identity of each affected Account holders, and any other information RFS may reasonably request concerning such affected persons and the details of the breach, as soon as such information can be collected or otherwise becomes available.

(b) First Data represents and warrants that ***

(c) The content of any filings, communications, notices, press releases, or reports by First Data related to any First Data Security Incident that identify RFS or its Affiliates by name must first be approved by RFS prior to any publication or communication thereof to any third party.

(d) First Data shall *** (including all ***) arising from or in connection with any First Data Security Incident, subject to any applicable limitations in Article 20.

14.8 Canadian Regulatory Terms.

Schedule H provides additional terms applicable to First Data’s performance of Services in Canada.

15.1 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 Services shall be rendered with promptness and diligence and shall be executed in a workman-like manner, in accordance with the practices and high professional standards used in well-managed operations performing services similar to the 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 Services. For purposes of clarity, RFS and First Data agree that, with respect to any obligation that is covered by a performance standard, that satisfaction of such performance standard shall also be considered compliance with this Section 15.1.

15.2 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.

15.3 Efficiency and Cost Effectiveness.

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

15.4 Technology.

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

15.5 Authorization and Other Contracts.

Each Party represents and warrants to the other that as of the Effective Date:

(a) It has the requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement;

(b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the requisite corporate action on the part of such Party and will not constitute a violation of any judgment, order or decree;

(c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not constitute a material default under any material contract by which it or any of its material assets are bound, or an event that would, with notice or lapse of time or both, constitute such a default; and

(d) Except as has been previously disclosed to RFS in writing prior to the Effective Date, there is no proceeding pending or, to the knowledge of the Party, threatened in writing that challenges or may have a material adverse effect on this Agreement or the transactions contemplated by this Agreement.

15.6 Inducements.

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

15.7 Viruses.

(a) First Data warrants that it will use Commercially Reasonable Efforts to ensure that no Viruses are coded or introduced into the First Data System or into the RFS or RFS Affiliate information environments through the First Data System or the Services. If (i) a Virus which has adversely affected, or could adversely affect, the Services or the RFS Data in the possession or under the control of First Data, is found to have been introduced into the First Data System or (ii) a Virus has been introduced into the RFS or RFS Affiliate information environment through the First Data System or the Services, First Data promptly will (A) notify RFS of the introduction and the extent of any known damage to the RFS Data, and (B) if the Virus is in the First Data System, eradicate the Virus, repair any damage to the RFS Data and eliminate any adverse effect on the Services resulting from the Virus or the eradication thereof.

(b) RFS warrants that it will use Commercially Reasonable Efforts to ensure that no Viruses are introduced by it or its Permitted Users into the First Data System. If a Virus which has adversely affected, or could adversely affect, the First Data System is found to have been introduced into the First Data System by RFS or one of its Permitted Users, RFS promptly will notify First Data of the introduction of the Virus into the First Data System.

15.8 Disabling Code.

First Data represents and warrants that, without the prior written consent of RFS, 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 Services; except that the First Data Software may contain security and authentication features that have the effect of prohibiting or restricting use of or access to the First Data System or First Data Software without proper authorizations. 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 during the Term or any period of Termination/Expiration Assistance for any reason in a manner that would affect access or use of the Services or access or use of the First Data System or First Data Software as permitted under this Agreement, without RFS’ prior written consent.

15.9 Disclaimers.

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 SERVICES AGREEMENT AND THE PROVISIONS OF ARTICLE II OF THE UNIFORM COMMERCIAL CODE SHALL NOT APPLY TO IT.

16.1 General Rules.

(a) First Data is responsible for compliance with all Applicable Laws directly applicable to First Data (including identifying and procuring required permits, certificates, approvals and inspections directly applicable to First Data), and other Rules directly applicable to First Data, including PCI-DSS and all Rules applicable to payment card processors. If a charge of non-compliance with any such Applicable Law or Rules occurs, which may have an adverse impact on RFS, First Data promptly shall notify RFS of such charge in writing.

(b) First Data shall maintain the First Data System so that the First Data System (including the Services provided in connection therewith) contains functionality enabling RFS to comply with the RFS Legal Requirements *** to the extent the RFS Legal Requirements pertain to RFS or to any RFS activities for which RFS uses the Services. ***.

(c) RFS is responsible for monitoring and interpreting Applicable Laws and Rules pertaining to RFS’ payment card issuing and merchant businesses, including those with respect to usury, equal credit opportunity, truth in lending, fair credit billing, fair credit reporting, fair debt collection practices, general consumer protection, the GLB Act, the EU Data Protection Directive and any legislation enacted by relevant European Union Member States and European Economic Area members to implement the EU Data Protection Directive (collectively, the “ RFS Legal Requirements ”). RFS is responsible for selecting the available parameter settings and programming features and options within the First Data System that apply to RFS’ use of the Services in compliance with the RFS Legal Requirements and for determining that such selections are consistent with the RFS Legal Requirements and with the terms and conditions of RFS’ contracts with its cardholders. In making such determinations, RFS may rely on the descriptions of such settings, features and options provided by First Data. First Data shall review with and explain to RFS such settings, features and options and shall provide clarification on the operation of such features as requested by RFS. First Data shall perform the Services in a manner that complies with the directives of RFS based on RFS’ interpretation of the RFS Legal Requirements and RFS’ selection of First Data System parameter settings and programming features and options.

(d) Subject to Article 14, 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.

(e) Whenever relevant information is available to First Data, and subject to First Data’s confidentiality obligations to other customers, First Data shall share with RFS information concerning the various compliance practices and interpretive positions taken by its customer base related to or in connection with the use of the Services and any functionality available on the First Data System, as well as the understandings which First Data Personnel may have with respect to such practices and positions.

16.2 Equal Employment Opportunity/Affirmative Action.

First Data represents that it is, and during the Term shall remain, an equal opportunity affirmative action employer. First Data certifies that First Data does not, and shall not, discriminate against its employees or applicants for employment on any legally impermissible basis and is and shall remain in compliance with all Applicable Laws against discrimination, including Executive Orders 11141, 11246, 11375, 11458, 11625, 11701, and 11758. First Data certifies in accordance with 41 CFR Chapter 60-1.8 that its facilities are not segregated and that First Data complies with the Equal Opportunity Clause (41 CFR §60-1.4), the Affirmative Action Clause for Handicapped Workers (41 CFR §60-250.4), and the Affirmative Action Clause for Disabled Veterans and Veterans of the Vietnam Era (41 CFR §60-741.4), which are incorporated herein by reference.

17.1 Compliance with RFS Integrity Policies.

(a) First Data acknowledges and agrees that it, its agents and Subcontractors shall, when performing the Services, comply with RFS’ applicable integrity policies governing service providers as generally applicable to the Services and personnel of First Data, its Affiliates and Subcontractors (including, employees, agents, representatives, internal or external consultants or contractors) performing the Services or otherwise receiving or accessing RFS Confidential Information or systems of RFS, its Affiliates or their respective contractors.

(b) 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 RFS’ integrity policies to all personnel holding 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. RFS shall have the right to audit that such acknowledgements are on file with First Data upon notice to First Data. A copy of RFS’ and its Affiliates’ current integrity policy applicable to suppliers as of the Effective Date is attached as Schedule G. First Data Personnel who do not hold Key First Data Positions will be required to comply with First Data’s applicable integrity policies, which shall at a minimum align with the requirements of RFS’ integrity policy attached as Schedule G, and such First Data Personnel’s compliance with such First Data integrity policies will be deemed sufficient to evidence their compliance with applicable RFS’ integrity policies for purposes of this Section 17.1.

17.2 Reserved.

18.1 Insurance Coverage.

Without limiting the indemnification provisions of this Agreement, during the Term and for a period of *** thereafter, First Data shall have and maintain in force, at its sole cost and expense, the following minimum insurance coverages in the United States, and shall use Commercially Reasonable Efforts to obtain similar coverages in other jurisdictions which are compliant with Applicable Laws and consistent with the Services provided by First Data to RFS in such jurisdiction:

(a) Worker’s Compensation Insurance (Coverage A) with statutory limits, Disability and Unemployment Insurance, and all other insurance in accordance with the laws of the country, state, or territory exercising jurisdiction over the employee.

(b) Employer’s Liability Insurance (Coverage B) in accordance with the laws of the country, state, or territory exercising jurisdiction over the employee, with minimum limits of not less than: $1,000,000 per accident, $1,000,000 per employee – disease, and $1,000,000 per employee – policy limit.

(c) Commercial General Liability Insurance written on an ISO occurrence form covering (i) liability arising from premises, operations, independent contractors, products-completed operations, bodily injury, and personal injury, and (ii) liability assumed under an insured contract. The amount of required insurance shall be not less than: $5,000,000 per occurrence and a general aggregate limit of not less than $5,000,000 (provided however that so long as First Data has and maintains the coverage required by Section 18.1(h), such coverage may be at least $1,000,000 per occurrence and a general aggregate limit of at least $1,000,000).

(d) Comprehensive Auto Liability Insurance in an amount not less than $5,000,000 combined single limit (Bodily Injury/Property Damage) including coverage for Owned, Non-owned, and Hired Car Coverage. Such Comprehensive Auto Liability insurance shall include appropriate clauses pursuant to which the insurance companies waive all rights of subrogation against either Party in connection with losses caused by such Party (except for losses resulting from gross negligence or willful misconduct (provided however that so long as First Data has and maintains the coverage required by Section 18.1(h), such coverage may instead be at least $1,000,000 combined single limit).

(e) Professional Errors & Omission insurance covering the activities of First Data, including loss of, mishandling of or failure to prevent unauthorized access to, or use of, systems or data, including data containing private or confidential information of First Data or others for which First Data responsible, and software copyright infringement, with coverage limits of not less than $*** per claim or per occurrence/$*** aggregate. The policy may be issued either on an “occurrence” basis with full prior acts coverage for claims arising out of services rendered from the initial commencement of Services through the end of the Agreement, or on a “claims made” basis, providing coverage for claims arising out of services rendered from the initial commencement of Services through three (3) years after the end of the Agreement without any limitations for prior acts.

(f) Comprehensive Crime, Employee Dishonesty/Fidelity Bond and Computer Fraud Insurance covering loss arising out of or in connection with any fraudulent or dishonest acts (including theft) committed by the employees or Subcontractors of First Data or its Affiliates (including employees, agents, representatives, internal or external consultants or contractors), acting alone or in collusion with others, including an endorsement or insuring agreement specifying that such personnel theft coverage extends to the property and funds of RFS and others in their care, custody or control, in a minimum amount of $10,000,000 per loss. This policy shall name RFS and its Affiliates as loss payees and First Data shall provide verification of such to RFS.

(g) Cyber Risk/Professional Insurance in an amount not less than *** covering losses, including losses of or damage to electronic or other data, arising out of: (i) damage to First Data’s systems caused by Viruses or other malicious code, (ii) data theft, and (iii) claims of code misappropriation or code theft.

(h) Umbrella or Excess Liability Insurance with a minimum limit of *** (including the underlying coverage, not necessarily in excess of the insurance under other policies required under Sections 18.1(a) through 18.1(d) above.)

(i) Full “All risk” and “Extended Coverage” Replacement Cost Coverage Property Insurance on any and all Equipment belonging to RFS that is within First Data’s possession or control.

18.2 Insurance Provisions.

The Commercial General Liability Insurance and Umbrella or Excess Liability Insurance described above shall include RFS and its Affiliates as additional insureds. The foregoing insurance coverage shall be primary and non-contributing with respect to any other insurance or self-insurance that may be maintained by either Party. First Data shall cause its insurers to issue either (a) binding certificates of insurance issued by an authorized representative of the insurer evidencing that the coverage and policy endorsements required under this Agreement are maintained in force; or (b) other proof of binding insurance. Such certificates or proof of insurance shall include the following language: “Retailer Finance Servicing LLC and its affiliates and/or their successors and assigns as their interests may appear.” First Data shall provide not less than thirty (30) days’ prior written notice to RFS if First Data fails to continue any insurance coverage required by this provision. The insurers selected by First Data shall each have an A.M. Best & Co. rating of not less than “A-” or “VII” or otherwise be acceptable to RFS. First Data represents that such insurance policies contain self-executing provisions that serve to endorse its policy automatically to cover First Data’s contractual obligations.

19.1 Indemnity by First Data.

First Data shall indemnify, defend and hold harmless RFS and its Affiliates and (at RFS’ option) their respective officers, directors, employees, agents, successors and assigns from, any and all Losses and threatened Losses based upon allegations of any of the following in connection with Claims made by an unaffiliated third party:

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

(b) First Data’s willful misconduct or gross negligence;

(c) subject to Section 19.2, any Claims of infringement or misappropriation of any Intellectual Property of a third party, alleged to have occurred because of systems or other resources provided by First Data to RFS, or based upon performance of the Services by First Data, except to the extent the Claim is caused by:

(i) RFS’ use of the First Data System in breach of this Agreement;

(ii) ***; or

(iii) RFS’ use of the Services in combination with systems, services, or methods not provided by First Data (and which combination is not required by the Documentation),

provided such infringement would not have occurred without such breach, specifications, materials and/or designs, or combination;

(d) any amounts including Taxes, interest, and penalties assessed against RFS which are obligations of First Data pursuant to Section 9.4;

(e) any claim or action by Subcontractors arising out of First Data’s breach or violation of First Data’s subcontracting arrangements; and

(f) any First Data Security Incident.

19.2 Indemnity by RFS.

RFS agrees to indemnify, defend and hold harmless First Data and its Affiliates and (at First Data’s option) their respective officers, directors, employees, agents, successors and assigns from any and all Losses and threatened Losses based upon allegations of any of the following in connection with Claims made by an unaffiliated third party:

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

(b) any Claims of infringement or misappropriation of any Intellectual Property of a third party, caused by:

(i) RFS’ use of the First Data System in breach of this Agreement;

(ii) ***; or

(iii) RFS’ use of the Services in combination with systems, services, or methods not provided by First Data (and which combination is not required by the Documentation),

provided such infringement would not have occurred without such breach, specifications, materials and/or designs, or combination.

19.3 Additional Indemnities.

Each Party (indemnitor) agrees to indemnify, defend, and hold harmless the other, and its Affiliates, and (at such Party’s option) officers, directors, employees, agents, successors, and assigns (collectively, the indemnitee), from any and all Losses and threatened losses based upon allegations of any of the following Claims made by an unaffiliated third party:

(a) the death or bodily injury of any agent, employee (other than an employee of the indemnitor), customer, business invitee, or business visitor or other person caused by the tortious conduct of the indemnitor (except to the extent within the scope of, and actually covered by, (i) insurance coverage which the indemnitee is required to carry pursuant to this Agreement or (ii) the indemnitee’s worker’s compensation coverage);

(b) the damage, loss or destruction of any real or tangible personal property caused by the tortious conduct of the indemnitor (except to the extent within the scope of, and covered by, insurance coverage which the indemnitee is required to carry pursuant to this Agreement); and

(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.

19.4 Production Services Indemnity.

With respect to mailing Cardholder Statements in connection with the Production Services Tower, First Data shall indemnity and hold harmless RFS and its Affiliates against *** 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 (a) RFS shall bear *** of the liability above *** and (b) First Data’s aggregate liability shall be limited to ***. In settling RFS customer claims RFS will have a duty to act reasonably to mitigate damages, subject to considerations of RFS customer relations and following consultation with First Data. In determining damages, RFS 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, either party may refer the dispute to binding arbitration for resolution. In such event, the arbitration shall be conducted as follows: (i) a single arbitrator shall be selected pursuant to the American Arbitration Association commercial arbitration rules (“ AAA Rules ”); (ii) the arbitration will be conducted in accordance with the AAA Rules, modified as follows: (A) each Party will be given the opportunity to present its proposed damages and the rationale for its proposal; and (B) the arbitrator will be directed to 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 19.4 shall not include: (i) lost interest or late fees; (ii) lost sales by the RFS customer; (iii) any damages of any type (including the type described in Section 20.2(a)) incurred by any person other than with respect to RFS’ and its Affiliates’ liability to the RFS customer (and its Affiliates), specifically including RFS and RFS’ Affiliates (other than with respect to RFS’ and its Affiliates’ liability to the RFS customer impacted); or (iv) any damages not specifically provided in this Section 19.4. The indemnity in this Section 19.4 is RFS’ sole remedy for damages related to *** issued as a result of First Data mailing errors as provided in this Section 19.4.

19.5 Infringement.

If any item provided by First Data to provide the Services becomes, or in First Data’s reasonable opinion is likely to become, the subject of an infringement or misappropriation claim or proceeding, except where the infringement or misappropriation is subject to Section 19.2(b), in addition to indemnifying RFS as provided in this Article 19 and to the other rights RFS may have under this Agreement, First Data, at its option and expense, shall either:

(a) promptly secure the right to continue using the item, or

(b) replace or modify the item to make it non-infringing or without misappropriation, provided that any such replacement or modification will not degrade the performance or quality of the affected component of the Services.

However, if none of the remedies in clause (a) or clause (b) above is available to First Data, First Data may remove the item from the Services and equitably adjust First Data’s Charges to adequately reflect such removal.

19.6 Indemnification Procedures.

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

(a) Notice . Promptly after receipt by any entity entitled to indemnification under Sections 19.1 through 19.5 of notice of the commencement or threatened commencement of any action, proceeding or other Claim by a third party in respect of which the indemnitee will seek indemnification pursuant to any such Section, the indemnitee shall promptly 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 actual and material prejudice attributable to such failure. Within fifteen (15) days after receipt of notice from the indemnitee relating to any Claim (but if time of receipt of the summons permits, 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 ”).

(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, which it shall defend actively and with all reasonable diligence; 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 (and, in fact, diligently defends the claim), 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 Or The Claim Is Not Otherwise Defended . If the indemnitor does not deliver a Notice of Election relating to a Claim, within the required notice period or fails to diligently defend the Claim, the indemnitee may defend the Claim in such manner as it may deem appropriate (without any obligation to consult with or obtain any consent from the indemnitor), at the cost and expense of the indemnitor, including payment of any judgment or award and the costs of settlement or compromise of the Claim. The indemnitor shall promptly reimburse the indemnitee for all such costs and expenses, including payment of any judgment or award and the costs of settlement or compromise of the Claim. If it is determined that the indemnitor failed to defend a Claim for which it was liable, the indemnitor shall not be entitled to challenge the amount of any settlement or compromise paid by the indemnitee.

19.7 Subrogation.

If an indemnitor shall be obligated to indemnify an indemnitee pursuant to this Article 19, the indemnitor shall, upon fulfillment of its obligations with respect to indemnification, including payment in full of all amounts due pursuant to its indemnification obligations, be subrogated to the rights of the indemnitee with respect to the Claims to which such indemnification relates.

20.1 General Intent.

Subject to the specific provisions of this Article 20, 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.

20.2 Liability Restrictions.

(a) Damages Exclusion . 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; provided , however , subject to limitations set forth in Section 20.2(b), ***.

(b) Limitation of Liability . Subject to Section 20.2(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 amount equal to the greater of (i) the aggregate Charges incurred by RFS under this Agreement and the Existing Agreements during the *** or (ii) ***; provided, however, to the extent any such liability results from *** First Data’s total liability under the preceding clause shall be the greater of (x) *** of the aggregate Charges incurred by RFS under this Agreement and the Existing Agreements during *** or (y) ***. References to the “immediately prior Full Contract Year” refer to either (y) the most recent full 12-month Contract Year occurring during the Term, or (z) in the case of Claims made in *** during which services were provided by First Data to RFS under the Existing Agreements and/or this Agreement, as applicable.

(c) Exceptions to Limitations of Liability . The limitations set forth in Section 20.2(b) shall ***.

(d) Certain Damages Deemed Direct . The limitations in Section 20.2(a) shall not apply to the following damages if First Data is otherwise liable for such damages under this Agreement:

(i) reasonable costs and expenses of ***;

(ii) reasonable costs and expenses incurred to *** due to First Data’s material breach of this Agreement;

(iii) payments, fines, penalties or interest imposed by a governmental body, payment card brand or regulatory entity under Applicable Laws or Rules;

(iv) in connection with a First Data Security Incident: ***. RFS will make decisions about whether to *** in accordance with its normal business practices and policies without regard to whether or not First Data is responsible for the cost of such cards or credit monitoring services; and

(v) reasonable, out-of-pocket *** incurred by RFS or its Affiliates resulting from First Data’s material breach of this Agreement.

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

20.3 Refresh of Liability.

If the amount available for damages under Section 20.2(b) has been reduced (by whatever reason, including breaches of the Agreement by First Data) to *** of the amount it would otherwise be (e.g., more than *** has been reduced), RFS may request First Data to refresh such amount Pool (such request, a “ Refresh Request ”). Within thirty (30) days of RFS’ Refresh Request First Data may accept RFS’ request, by providing RFS with notice that it agrees such request (a “ Refresh Acceptance ”). If First Data has provided a Refresh Acceptance the amount available for damages Pool shall be refreshed as of such date to *** such that no prior Claims or other reductions shall be considered from that date forward (but new Claims or other reductions arising thereafter shall still apply). If First Data provides a Refresh Acceptance, Claims and liabilities arising prior to the Refresh Request which would have reduced the amount available shall be thereafter disregarded from that date forward (but new Claims or other reductions arising thereafter shall still apply). If First Data does not provide a Refresh Acceptance within such thirty (30) day period (time being of the essence), RFS shall have the termination rights provided in Section 21.8(b).

20.4 Force Majeure.

(a) Neither Party shall be liable for any default or delay in the performance of its obligations under this Agreement 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 (a “ Force Majeure Event ”); provided that First Data is otherwise meeting its obligations for performing disaster recovery services required 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 20.4(a) above substantially prevents, hinders, or delays performance of the Services necessary for the performance of RFS functions reasonably identified by RFS as critical for more than *** consecutive days, then at RFS’ option, RFS may procure such Services from an alternate source, and First Data shall be liable for payment for such Services from the alternate source for so long as the delay in performance shall continue. If any event under Section 20.4(a) above substantially prevents, hinders, or delays performance of the Services necessary for the performance of RFS functions reasonably identified by RFS as critical for more than thirty (30) consecutive days, then at RFS’ option, (i) RFS may terminate any portion of this Agreement so affected and the charges payable hereunder shall be equitably adjusted to reflect those terminated Services; or (ii) RFS may terminate this Agreement without liability to RFS or First Data as of a date specified by RFS in a written notice of termination to First Data. First Data shall not have the right to any additional payments from RFS for costs or expenses incurred by First Data as a result of any Force Majeure Event.

21.1 Termination for Cause.

(a) If First Data:

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

(ii) commits a material breach of this Agreement or a Service Tower that is not capable of being cured within sixty (60) days;

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

(iv) commits an event which under the terms of Attachment B-1 that gives RFS a termination right, and RFS notifies First Data that it elects to terminate within the period provided in the relevant section therein,

then RFS may by giving written notice to First Data terminate this Agreement or the Service Tower (as applicable), in whole or in part, as of a date specified in the notice of termination; provided however that if the breach is limited to one Service Tower and is not the result of First Data’s willful misconduct or gross negligence, then RFS may only terminate the Service Tower with respect to which the breach occurred. If RFS chooses to terminate this Agreement or a Service Tower in part, the Charges payable under this Agreement will be equitably adjusted to reflect the fact that neither RFS nor the RFS Affiliates are receiving the Services which have been terminated.

(b) If RFS:

(i) fails to pay First Data when due undisputed charges under this Agreement totaling at least *** 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) commits a material breach of its obligations under ***, which breach is not cured within thirty (30) days after notice of breach from First Data to RFS; provided, however, that (A) if a different period of time to cure for a particular matter is specified in this Agreement, then that cure period shall apply to such matter, or (B) if RFS is making diligent efforts to cure any such breach from the start of the thirty-day (30) cure period, then if requested by RFS, such cure period shall be extended for an additional period (not to exceed thirty (30) days); or

(iii) commits a material breach of its obligations under *** that is not capable of being cured within sixty (60) days;

then First Data may by giving written notice to RFS 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).

21.2 Termination for Convenience.

(a) RFS may terminate this Agreement or any Service Tower for convenience and without cause at any time by giving First Data at least one hundred eighty (180) days’ prior notice designating the termination date; provided the effective date of such termination may not be before ***.

(b) If RFS terminates the Technology Services Tower for convenience under this Section 21.2 during the Initial Term, RFS shall be liable to pay to First Data on the effective date of termination, the applicable amount provided below in Section 21.2(c) (“ Termination for Convenience Fee ”), such payment not being a condition precedent to the termination. If a purported termination for cause by RFS under Section 21.1 is ultimately determined not to have been properly a termination for cause, then such termination by RFS shall instead be deemed to be a termination for convenience under this Section 21.2. There are no termination fees payable if RFS terminates the Production Services Tower for convenience.

(c) The Termination for Convenience Fee for the Technology Services Tower shall equal the Agreed Capitalized Account Items, net of depreciation/amortization. “ Agreed Capitalized Account Items ” shall be those items on the First Data balance sheet as of the effective date of the termination for convenience under this Section 21.2 that were (i) incurred by First Data or any First Data Affiliate on or after *** solely in performing *** for which RFS has requested Technology Services and (ii) properly capitalizable under GAAP and First Data’s financial accounting practices at the time incurred. However, if any Agreed Capitalized Account Item has been initially properly capitalized and has been written off by First Data as an impaired asset due primarily to declines in the volumes of Services required by RFS hereunder, then notwithstanding that they no longer are on First Data’s balance sheet for the purposes hereof, it shall be treated for purposes hereof as if still on First Data’s balance sheet.

(d) First Data shall provide RFS an annual accounting of the Agreed Capitalized Account Items and the depreciation/amortization applicable thereto. All Agreed Capitalized Account Items shall be amortized on a straight line basis by First Data beginning on *** or such later date as the Agreed Capitalized Account Items are incurred and ending on the earliest of the following dates: (i) the then-current expiration date of the Term; (ii) the date corresponding to the maximum amount of time permitted by then-current GAAP; and (iii) the end date of the actual amortization period used by First Data in its financial accounting.

(e) As of the Effective Date, the total dollar amount of the Agreed Capitalized Account Items is ***.

21.3 Termination Upon Change of Control of First Data.

If a change in Control of First Data occurs where (a) such Control is acquired, directly or indirectly, in a single transaction or series of related transactions, (b) all or substantially all of the assets of First Data are acquired by, or (c) First Data is merged with or into another entity to form a new entity with, in each such case, an entity which is a “major competitor” of RFS, then RFS 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. For the purposes of this Section 21.3, an RFS “major competitor” shall mean ***, and each of their respective successors and Affiliates. *** with the most credit cardholder accounts in the last full calendar year, as reported by The Nilsson Report or other reputable industry source selected by RFS if The Nilsson Report ceases to publish such data.

21.4 Termination Due To Force Majeure Event.

This Agreement and any Service Tower may also be terminated in whole or part as provided in Section 20.4(c).

21.5 Termination Due To Uncured IP Infringement.

This Agreement and any Service Tower may also be terminated in whole or part by RFS upon notice to First Data if there is an injunction that prevents RFS from utilizing a substantial portion of the Services and First Data has not provided a workaround solution to such injunction.

21.6 Termination Due To First Data’s Financial Inability To Perform.

If First Data:

(a) files a petition in bankruptcy,

(b) has an involuntary petition in bankruptcy filed against it which is not challenged within twenty (20) days and dismissed within sixty (60) days,

(c) makes a general assignment for the benefit of creditors,

(d) admits in writing its inability to pay its debts as they mature, or

(e) has a receiver appointed for its assets,

then RFS may by giving notice to First Data terminate this Agreement or any Service Tower for cause as of the date specified in such notice of termination.

21.7 Termination Due To Regulatory Action.

RFS may terminate this Agreement or any Service Tower upon reasonable notice and without penalty, if a Regulatory Agency formally directs RFS in writing to terminate the Agreement or such Service Tower, provided that RFS has attempted in good faith to allow First Data to participate in the discussions with the regulator, and then fails to modify the applicable services to satisfy the regulator’s requirements within the timeframe requested by or agreed by the regulator (it being understood that RFS may only terminate the Service Tower with respect to the specific Services that the regulator formally directs RFS in writing to terminate and such other portions of the Services that in RFS’ reasonable judgment are directly related thereto).

21.8 Other Termination Rights.

(a) If any other agreement between the Parties provides RFS with an express right to terminate this Agreement, RFS may terminate this Agreement pursuant to the terms of such other agreement.

(b) If First Data does not provide a Refresh Acceptance within the thirty (30) day period described in Section 20.3, RFS may terminate this Agreement.

21.9 Extension of Termination/Expiration Effective Date.

RFS may extend the effective date of termination/expiration of this Agreement or any Service Tower one or more times as it elects in its discretion, provided that the total of all such extensions on a per Service Tower basis shall not exceed one hundred

eighty (180) days after the effective date of termination/expiration in place immediately prior to the initial extension under this Section 21.9 and, if termination is pursuant to Section 21.1(b), if required by First Data, RFS either (at RFS’ option) (a) pre-pays the estimated monthly Charges and Pass-Through Expenses at least thirty (30) days prior to each month or (b) posts an irrevocable letter of credit (or performance bond) in sufficient amount to meet the next three (3) months of on-going Charges and Pass-Through Expenses to be incurred and pays all new Charges and Pass-Through Expenses for Services when due. For any notice or notices of such extensions provided to First Data less than thirty (30) days before the then-scheduled date of termination/expiration, RFS shall also reimburse First Data for additional Out-of-Pocket Expenses caused by RFS giving such notices on such a short notice period.

21.10 No Damages From Termination.

Neither Party shall be liable to the other for any damages arising from proper termination of this Agreement or any Service Tower, although each Party shall remain liable for any damages suffered as a result of any underlying breach.

21.11 Termination/Expiration Assistance.

(a) Right to Request Assistance . Beginning six (6) months prior to expiration of this Agreement or a Service Tower, or on such earlier date as RFS may request, or commencing upon a notice of termination (including notice of termination based upon default by RFS) or of non-renewal of this Agreement or the relevant Service Tower, and continuing through the effective date of expiration or, if applicable, of termination of this Agreement or the relevant Service Tower (as such effective date may be extended pursuant to Section 21.9) and the additional period provided in Section 21.11(g), First Data shall provide to RFS, or at RFS’ request to RFS’ designee (such designee, the “ Successor ”), the reasonable termination/expiration assistance requested by RFS to allow the Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the Services for RFS to RFS or its Successor (including a competitor of First Data) (“ Termination/Expiration Assistance ”). If RFS requests that First Data provide Termination/Expiration Assistance to a Successor (including a First Data Competitor), (i) RFS may disclose or otherwise share with such Successor First Data Confidential Information described in this Section 21.11 only to the extent reasonably necessary to complete the orderly transfer of the Services for RFS to such Successor, and RFS will reasonably attempt to minimize the amount of any such information that it shares with such Successor, and (ii) RFS shall obtain from the Successor a written agreement that such 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. RFS shall return all First Data Confidential Information provided to RFS or its Successor under this Section 21.11 in accordance with Section 14.5(d)(ii) within thirty (30) days after the transition of the Services is completed. RFS’ request may be in the context of RFS’ reduction or removal of a portion of the Services (or a conversion of Accounts to a third party) in accordance with Section 3.1(c), although this Agreement or the relevant Service Tower is not itself being terminated. Termination/Expiration Assistance shall include the assistance described below.

(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 RFS, and the Termination/Expiration Assistance Plan shall include at a minimum:

(A) A detailed description of the plan for transferring performance of the Services being terminated (“ Terminated Services ”) to RFS 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 RFS after the notice of termination, procedures addressing the transfer to RFS and/or its Successor (if applicable) of any such First Data Personnel and other resources to be transferred pursuant to this Section 21.11.

(ii) Provide master file, field descriptions and record layouts, and other similar information necessary for RFS to deconvert from the First Data System and convert to another platform, the transferred Accounts without disruption to RFS’ operations.

(iii) Provide all required deconversion files within two (2) weeks of request. Multiple requests may be required.

(iv) Provide RFS with such other information regarding the Services (including information of the personnel, third parties and other resources then used by First Data to provide the Services to RFS) as is reasonably prudent or necessary in order for RFS to transition and convert responsibility for the Services to its Successor and continue the performance of, the Services in an orderly manner, so as to minimize, as much as possible, disruption in the operations of RFS.

(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 Production Services being terminated;

(ii) Provide to RFS copies of other reasonable information regarding the Services that RFS (or its Successor) requires in connection with the implementation of the transition plan, including documentation describing the business and operational requirements and features of customized system modifications created on behalf of RFS, including documentation relating to or affecting the transferred Accounts (but expressly not including documentation or information containing or describing the architecture, coding, or other technical implementation showing or explaining how any such customized system modification is implemented within the First Data System or First Data Software);

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

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

(v) Assist RFS in understanding naming conventions;

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

(vii) Assist RFS in its analysis of file size and data storage space required for data to be transferred from First Data;

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

(ix) Update and provide documentation used by First Data to provide business continuity services;

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

(xi) Provide to RFS current and pending Termination/ Expiration Assistance Plans and status to enable RFS to perform services with minimum disruption to RFS’ operation.

(d) Migration Services . First Data shall:

(i) Provide all requested data files and other RFS Information to RFS or its Successor, subject to a release from RFS at the Development Hour rate set forth in Schedule C;

(ii) Deliver to the Successor as requested by RFS tapes of the requested data files (without content listing) and printouts of control file information relating to or affecting the transferred Accounts;

(iii) Provide reasonable assistance to the Successor in loading the data files;

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

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

(e) Post Migration Services . First Data shall:

(i) Provide additional assistance at RFS’ request to assure continuity of operations relating to or affecting the Services. Upon request by RFS, First Data shall maintain account information on-line for a period of time to be specified by RFS (but not to exceed the applicable retention periods set forth in Schedule E); and

(ii) Fulfill its obligations under Section 14.5(d)(ii).

(f) Personnel . RFS or its Successor 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 RFS) 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 RFS’ or its Successor’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 RFS or its Successor, pursuant to reasonable terms and conditions, any third party services then being utilized by First Data in the performance of the 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) Termination/Expiration Assistance Period . For *** following the effective date of termination/expiration under other provisions of this Agreement or the relevant Service Tower, at RFS’ request First Data shall continue to provide Termination/Expiration Assistance. Actions by First Data under this Section 21.11shall be subject to the other provisions of this Agreement.

(i) Charges for Termination/Expiration Assistance .

(i) If either or both Service Tower is terminated in whole or in part by RFS pursuant to Section 21.1, then First Data (A) shall continue to charge RFS the applicable charges for continued performance of the Services under such Service Tower (or Service Towers) during the period of Termination/Expiration Assistance, but (B) shall provide all other activities required of First Data to provide Termination/Expiration Assistance with respect to such Service Tower (or Service Towers) ***.

(ii) If either or both Service Towers is terminated for any reason other than by RFS pursuant to Section 21.1, then First Data (A) shall continue to

charge RFS the applicable charges for continued performance of the Services under such Service Tower (or Service Towers) during the period of Transition/Expiration Assistance, and (B) charge RFS for other activities required of First Data to provide the Termination/Expiration Assistance ***.

21.12 Bid Assistance.

As part of evaluating whether to undertake or allow termination/expiration or renewal of this Agreement or one or more Service Towers, RFS may consider obtaining, or determine to obtain, offers for performance of services similar to the Services following termination/expiration of this Agreement. The information RFS may provide to such parties in connection with such activities may include performance requirements (including Service Level agreements, so long as they are not expressly identified as the Service Levels that First Data has agreed to), business requirements, volume and type of Services received and similar information, but excluding First Data’s User Manuals, the Charges, or other First Data Confidential Information. As and when reasonably requested by RFS for use in such a process, and subject to the confidentiality obligations in Section 14.5, First Data shall provide to RFS reasonable information and other reasonable cooperation in connection with such process.

21.13 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 21.11 or breaches its obligation of confidentiality pursuant to Article 14, RFS will be irreparably harmed. In such a circumstance, RFS 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 21.13 does not in any manner limit the rights of the Parties under Section 22.4.

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 RFS, shall be resolved as provided in this Article 22.

22.1 Informal Dispute Resolution.

(a) Subject to Section 22.1(b), the Parties initially shall attempt to resolve their dispute informally, in accordance with the following:

(i) Upon the written notice by a Party to the other Party of a dispute (the date of such notice, the “ Dispute Date ”), 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.

(ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other Party 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.

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

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

(b) Litigation of a dispute may be commenced by either Party upon the earlier to occur of any of the following:

(i) the designated representatives mutually conclude that amicable resolution through continued negotiation of the matter does not appear likely;

(ii) thirty-five (35) days have elapsed from the Dispute Date (this period shall be deemed to run notwithstanding any claim that the process described in this Section 22.1 was not followed or completed); or

(iii) commencement of litigation is deemed appropriate by a Party to avoid the expiration of an applicable limitations period or to preserve a superior position with respect to other creditors, or a Party makes a good faith determination, including as provided in Section 21.13 respecting RFS, that a breach of the Agreement by the other Party is such that a temporary restraining order or other injunctive relief is necessary.

22.2 Litigation.

For all litigation which may arise with respect this Agreement, the Parties irrevocably and unconditionally submit (a) to the exclusive jurisdiction and venue (and waive any claim of forum non conveniens and any objections as to laying of venue) of the United States District Court for the Southern District of New York or (b) if such court does not have jurisdiction, to the Supreme Court of the State of New York, New York County in connection with any action, suit or proceeding arising out of or relating to this Agreement. The Parties further consent to the jurisdiction of any state court located within a district that encompasses assets of a Party against which a judgment has been rendered for the enforcement of such judgment or award against the assets of such Party. Each Party waives personal service of any summons, complaint or other process and agrees that the service thereof may be made by certified or registered mail directed to such Party at such Party’s address provided for purposes of notices hereunder.

22.3 Continued Performance.

Except as otherwise directed by the other Party, each Party shall continue performing its obligations under this Agreement while a dispute is being resolved except (and then only) to the extent the issue in dispute precludes performance (dispute over payment shall not be deemed to preclude performance) and without limiting either Party’s right to terminate this Agreement as provided in Article 21.

22.4 Injunctive Relief; Specific Performance.

Each of the Parties acknowledges that the other Party would be irreparably damaged if any of the provisions of Articles 13 (Audits), and 16 (Compliance With Laws) or of Sections 13.8 (Overcharges), 14.5 (Confidentiality), 21.11 (Expiration/Termination Assistance), or 22.3 (Continued Performance) were not performed in accordance with their specific terms or were otherwise breached. Accordingly, they agree that their remedy at law may be inadequate, and therefore each of the Parties shall be entitled to an injunction or injunctions (without posting bond or proving damages or irreparable harm) to prevent breaches (or threatened breaches) of such provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions thereof in any action instituted in any court of the United States or any state or jurisdiction having subject matter jurisdiction, in addition to any remedy to which such Party may be entitled, at law or in equity. The defending Party agrees not to raise adequacy of legal remedies as a defense to such action.

22.5 Governing Law.

This Agreement and performance under it shall be governed by and construed in accordance with the law of the State of New York without regard to any portion of its choice of law principles (whether those of New York or any other jurisdiction) that might provide for application of a different jurisdiction’s law. The Parties expressly intend to avail themselves of the benefit of Section 5-1401 of the New York General Obligations Law.

22.6 Attorneys’ Fees.

If any legal proceeding, arbitration, mediation, or lawsuit is brought by either Party in connection with this Agreement, the prevailing Party in such proceeding will be entitled to receive its costs, expert witness fees, and reasonable attorneys’ fees, including costs and fees on appeal from the non-prevailing Party.

22.7 Waiver of Right To Jury Trial.

THE PARTIES HEREBY UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING DIRECTLY OR INDIRECTLY OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH, THE PERFORMANCE OR BREACH OF THIS AGREEMENT, AND/OR THE

RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN THEM. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT OR OTHER TRIBUNAL (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS). THIS WAIVER IS IRREVOCABLE. IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, AND RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A CONSENT TO A TRIAL BY THE COURT.

23.1 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 Party, except that RFS may assign its rights and obligations under this Agreement in their entirety (and not in part) without the approval of First Data to:

(a) any entity which acquires (i) all or substantially all of the assets of RFS, or (ii) all or substantially all of the assets of one or more of the business units of RFS or its Affiliates;

(b) any RFS Affiliate; or

(c) any successor entity in a merger or acquisition of RFS;

provided , however , that in all such circumstances any permitted successor or assign shall agree in writing to be bound by and assume all of RFS’ rights and obligations hereunder.

23.2 No Collateral Documents.

It is the intent of the Parties that this Agreement shall provide all the terms of the relationship between them and that no representative of a Party shall be required to enter into any additional contractual obligation (either personally or on behalf of such Party); except that (i) the foregoing shall not apply to or restrict confidentiality agreements that a Party is required to enter into pursuant to Section 14.5(d)(i) with its personnel, Subcontractors, officers, lawyers, accountants, other professional advisers, auditors, directors, agents, or other third parties as applicable, and (ii) this sentence is not meant to limit or preclude the Parties from entering into mutually agreed-upon and executed amendments, schedules, addendum or similar agreements to amend, modify or supplement the terms of this Agreement from time to time. Without limiting the generality of the foregoing if a Party’s (or its representatives’) personnel are requested or required by the other Party or any Subcontractor to execute any releases, waivers, confidentiality agreements, or similar documents (or comparable

electronically entered-into agreements) to obtain access to such other Party’s or its Subcontractors premises or be provided with Confidential Information they shall be void and unenforceable and shall not be pleaded or introduced in any action. The foregoing shall not apply to any acknowledgements that may be required by, or necessary to comply with Applicable Law, such as acknowledgements of Material Safety Data Act disclosures. Such individuals are intended to be third party beneficiaries of this provision and may enforce it in their own name.

23.3 Mutually Negotiated.

Each Party acknowledges that the limitations and exclusions contained in this Agreement have been the subject of active and complete negotiation between the Parties and represent the Parties’ agreement based upon the level of risk to RFS and First Data associated with their respective obligations under this Agreement and the payments to be made to First Data and credits to be issued to RFS pursuant to this Agreement. The terms and conditions of this Agreement (including any perceived ambiguity herein) shall not be construed in favor of, or against, either Party by reason of the extent to which any Party or its professional advisors participated in the preparation of the original or any further drafts of this Agreement as each Party is a sophisticated business entity and has fully negotiated this Agreement with the full participation of counsel and other advisors and it represents their mutual efforts and their mutual intent.

23.4 Notices.

(a) All notices, requests, demands and determinations under this Agreement (other than routine operational communications), shall be in writing and shall be deemed duly given:

(i) when delivered personally (against a signed receipt),

(ii) on the designated day of delivery (other than a weekend or Federal holiday) after being timely given to an express overnight courier with a reliable system for tracking delivery,

(iii) on the next Business Day when sent by confirmed facsimile or electronic mail with a copy sent concurrently by another means specified in this Section 23.4 (such concurrent copy requirement to be strictly construed, as facsimile and electronic mail is not always reliable and addresses change), or

(iv) four (4) Business Days after the day of mailing, when mailed by United States mail, registered or certified mail, return receipt requested and postage prepaid and addressed as provided below.

(b) In the case of notices to RFS:

(c) In the case of notices to First Data:

(d) Either Party may from time to time change its address or designee for notification purposes by giving the other prior notice of the new address or designee and the date upon which it will become effective. Where this Agreement provides that a notice has to be given on a certain date, notice given prior to such date shall be effective as if given on such date.

23.5 Counterparts.

This Agreement may be executed in several counterparts, each of which shall be considered an original but all of which taken together shall constitute but one and the same agreement.

23.6 Headings.

The article and section headings and the table of contents used in this Agreement are for reference and convenience only and shall not enter into the interpretation of this Agreement.

23.7 Relationship of Parties.

(a) Independent Contractor . First Data is, and shall at all times be, an independent contractor under this Agreement and not an agent of RFS. 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 RFS contractually or otherwise to any obligations whatsoever to third parties.

(b) Taxes; Employee Benefits . First Data shall be solely responsible for the payment of any and all employment taxes and/or assessments imposed on the account of the payment for the services of First Data employees, including any unemployment insurance tax, federal, state, local and foreign income taxes, federal social security payments (FICA) and disability insurance taxes, as well as any and all

contributions or payments required pursuant to any employee pension, welfare, bonus or other benefit plan, however defined or described, applicable to any First Data employees. First Data shall bear sole responsibility for maintaining and administering workers’ compensation, unemployment and any other insurance required for the First Data employees under law or any plan, as well as for compliance of all statutes and regulations applicable to the employer of First Data employees. The Parties recognize and agree that the First Data employees providing the Services shall not be entitled to any benefits established and maintained by RFS or RFS’ Affiliates for their employees, and First Data shall so advise the First Data employees. Any severance payments payable to First Data employees upon termination of their employment with First Data shall be the sole responsibility of First Data. First Data will make appropriate reporting of compensation paid to First Data employees as required by the Internal Revenue Service (“ IRS ”) including filing of Forms W-2 and 1099 with the IRS, if applicable.

(c) First Data Affiliates and Subcontractors . If the First Data Personnel include employees of First Data Affiliates or Subcontractors or individuals acting as contractors to First Data, First Data shall cause each such Affiliate, Subcontractor or individual contractor to comply with Section 23.7(b) as though all references to “First Data” were references to such Affiliates or Subcontractors.

23.8 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 a competent authority, 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.

23.9 Consents and Approvals.

Except where expressly provided as being in the discretion of a Party, where approval, acceptance, consent, or similar action by either Party is required under this Agreement, such action shall not be unreasonably withheld, conditioned or delayed. 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.

23.10 Waiver of Default; Cumulative Remedies.

(a) Each Party’s representatives may not be fully familiar with, or necessarily insist at all times on the full and complete performance with, the terms of the Agreement. A Party’s failure to insist in any one or more instances upon strict performance of any provision of the Agreement, or failure or delay to take advantage of any of its rights or remedies hereunder, or failure to notify the other Party of any breach, violation, or default, shall not be construed as a waiver or construction by such Party of any such performance, provision, rights, breach, violation, or default either then or in the future or the relinquishment of any of its rights and remedies.

(b) 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 herein contained.

(c) Except as otherwise expressly provided herein, 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 or in equity.

23.11 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.

23.12 Public Disclosures.

(a) 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, but not including announcements intended solely for internal distribution or disclosures to the extent required to meet legal or regulatory requirements beyond the reasonable control of the disclosing Party, shall be coordinated with and approved by the other Party prior to release.

(b) If a Party determines that disclosure is required to meet legal or regulatory requirements it shall promptly inform the other Party and coordinate such disclosure with the other Party. The disclosing Party shall limit disclosure to that which is legally required and shall give due consideration to (and use Commercially Reasonable Efforts, consistent with Applicable Law, and in no case less than it would use concerning the disclosure of its own similar information, to limit disclosures based on) comments the other Party and its counsel provide regarding the nature of the disclosure.

23.13 Trade and Service Marks.

Without RFS’ prior consent, First Data shall not use the name, service marks, or trademarks of RFS or its Affiliates.

23.14 Third Party Beneficiaries.

Except as provided in Article 19, this Agreement is entered into solely between, and may be enforced only by, RFS and First Data, and, except as provided in Section 23.2, 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.

23.15 Covenant of Good Faith and Fair Dealing.

Each Party, in its respective dealings with the other Party under or in connection with this Agreement, shall act in good faith and with fair dealing.

23.16 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 Existing Agreements prior to the Effective Date, other than:

(i) liabilities for taxes;

(ii) RFS’ obligation to pay invoices for Services rendered; provided that RFS shall not be responsible for any amount that is invoiced later than one hundred eighty (180) days after RFS’ receipt of the related original invoice on which billings for such Services should have been included;

(iii) any liability of First Data to RFS for payments made as a result of First Data’s prior incorrect billings;

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

(v) breaches of obligations which give rise to third party liability, whether known or unknown, and which are subject to the indemnity under Sections 15.1(a), 15.1(c), 15.2(a) and 15.3(c) through (e) of the PSA or Sections 18.1(a), 18.2(a), and 18.3(c) through (e) of the TSA;

(vi) infringement of a Party’s rights in Intellectual Property and which are subject to the indemnity under Section 15.1(b) and Section 15.2(b) of the PSA or Sections 18.1(b), 18.2(b), and 18.2(c) of the TSA;

(vii) claims for personal injury or property damage which are the subject of insurance coverage requirements; and

(viii) any ongoing discussions or negotiations between the Parties regarding whether any Functions constitute New Services, which will be addressed in a manner consistent with Section 9.5(b).

(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 23.16(a)(iv).

23.17 Entire Agreement; Amendment.

This Agreement, including any Schedules and Exhibits 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 of this Agreement and supersedes all prior agreements (including the Existing Agreements), whether written or oral, with respect to such subject matter. Neither the course of dealings between the Parties nor trade practices shall act to modify, vary, supplement, explain, or amend this Agreement. If either Party issues any purchase order, terms or conditions, or other form, it shall be deemed solely for the administrative convenience of that Party and not binding on the other Party, even if acknowledged or acted upon. No amendment, 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. There are no promises, representations, warrantees, or other commitments relied upon by either Party that is not expressly provided herein.

[ Signatures on following page]

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

[Signature Page to Services Agreement]

SCHEDULE A

SERVICES

to

SERVICES AGREEMENT

by and between

RETAIL FINANCE SERVICING, LLC

and

FIRST DATA RESOURCES, LLC

Dated

September 15, 2015

Confidential

A-i

SCHEDULE A

SERVICES

1.1 Introduction.

(a) First Data shall provide to RFS and its Affiliates the Services generally described in Section 3 of the Main Body of the Agreement and set forth with more particularity in this Schedule A and more detailed specifications that may be agreed by the parties from time to time. First Data shall (i) provide the Services so as to comply with the Service Levels and the RFS Rules; and (ii) maintain the ISO standards and certifications with respect to the Production Services that First Data maintains as of the Effective Date.

(b) The Services are generally broken down into two (2) Service Towers: The Production Services (described in Section 2) and the Technology Services described in Section 3). The Services described in Section 4 apply to both Production Services and Technology Services unless expressly provided otherwise.

(c) RFS and its Affiliates operate in a business environment characterized by constant change that directly affects the delivery of the Services. First Data shall provide the Services described in this Schedule A as they may evolve and change during the Term due to changes in technology and/or changes in RFS’ or its Affiliates’ business needs, and as the Services may be supplemented and enhanced in accordance with this Agreement. The Services described in this Schedule A are intended to be comprehensive as of the Effective Date, but not necessarily all inclusive.

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

1.2 Definitions.

Capitalized terms used in this Schedule A are defined in the context in which they are used, the Glossary or elsewhere in this Agreement. References to this Agreement shall mean the text of the Main Body of the Agreement and any and all Exhibits, Schedules, Attachments or Addenda thereto, as they 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, unless otherwise indicated.

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The Production Services that First Data shall provide include the following:

2.1 Data Transmissions.

First Data will accept data transmission and file feeds from the RFS System, RFS, RFS Customers, RFS Affiliates and other third parties, as applicable, as may be required to provide the Production Services. If relevant files, feeds or transmissions of RFS Data originate or are received by First Data from a system other than the First Data System, RFS shall reasonably cooperate with First Data and coordinate with any RFS Customers or other third parties as reasonably necessary to enable First Data to perform its work.

2.2 Print Production Services.

(a) Basic Print Production Services . First Data shall (i) create and print Statements, Letters and Other Correspondence in the format required by RFS Rules in quantities and on the schedule as agreed by the Parties; and (ii) perform the functions necessary to insert, sort, zip sort, and Release into the USPS Mailstream all Statements, Letters and Other Correspondence.

(b) SCS Services . First Data shall prepare the Statements, Letters and Other Correspondence for a suite of certain communication-related services in the format required by RFS Rules in quantities and on the schedule as agreed by the Parties. The SCS Services shall be composed of the following groups of services: Correspondence DirectorSM Services, IntelliColorSM Services, First Data DecisionQuest® Services, and eMessengerSM Services.

(c) Print Production Services Inventory . First Data shall manage the inventory of materials required to produce Statements, Letters and Other Correspondence so that there is a sufficient supply available at all times to perform the Production Services.

(d) Other Print Production Services . In addition to the other aspects of the Production Services above, as requested by RFS, First Data shall provide (i) Replacement Statements; (ii) document archiving; (iii) MICR printing; (iv) Reprints; (v) Reruns; (vi) Convenience Checks; (vii) certain additional services to support Synchrony Bank’s deposit account portfolio; and (viii) braille and large print Statements.

2.3 Plastics Production Services.

(a) Production Services . First Data shall emboss and encode Transaction Cards (including Chip Cards), print Card Carriers, prepare them for distribution, and provide them to the USPS for mailing.

(b) Plastics Production Services Inventory . First Data shall manage the inventory of plastics and Transaction Cards, Card Carriers, envelopes, forms and related insert material so that there is a sufficient supply available at all times to perform the Production Services.

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2.4 Support Services.

Based on RFS Rules in each instance, First Data shall perform the functions necessary to support the Production Services specified by RFS, including as follows:

(a) Quality Assurance . First Data shall perform quality checks and reviews of Transaction Cards, Letters, Statements and Other Correspondence.

(b) Mail Tracking and Barcoding . First Data will perform mail tracking in support of the Production Services.

(c) Postage Related Services . First Data shall process Production Services output and deliver it to the USPS in compliance with all USPS mailing requirements.

(d) Design Support Services . First Data will perform design support for Statements, Letters, Other Correspondence, Transaction Cards and Card Carriers as requested by RFS.

The Technology Services that First Data shall provide include the following:

3.1 Transaction and Account Processing Services.

First Data shall provide transaction and Account processing services for the Designated Accounts, including with respect to:

(a) Authorizations;

(b) Account updating and posting;

(c) New Account applications, creation and processing;

(d) PIN management;

(e) Account management;

(f) Customer service;

(g) Correspondence functionality;

(h) Chargebacks and retrievals;

(i) Adjustments, monetary transactions and disputes;

(j) Data access tools;

(k) Collections;

(l) Charge-off processing;

(m) Interface to recovery systems;

A-3

(n) Behavior scoring/adaptive control;

(o) Fraud control;

(p) Securitization;

(q) Reports management;

(r) Data extraction, delivery and receipt;

(s) Statement access and storage;

(t) Recurring runs;

(u) Data wharehousing;

(v) On-line Systems administration;

(w) Servicing of closed end loans;

(x) Administrative and subject matter expert support and record retention;

(y) Account billing;

(z) Statement file creation;

(aa) Embossing file creation;

(bb) Debt cancellation processing;

(cc) SMS servicing;

(dd) Merchant reporting;

(ee) Authentication E-Com Services;

(ff) NCOALink Product Access;

(gg) TeleCheck Services;

(hh) Portfolio management services;

(ii) Risk Account Management Systems; and

(jj) ACH Processing Services.

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3.2 Statement File Production.

As and when required by RFS, First Data shall collect, organize, decipher, and present (on-line, in tangible written form, and/or electronically) data collected from the First Data System. From such data, First Data shall prepare the billing statements, letters and other communications required by RFS in the format required by RFS Rules in quantities and on the schedule specified by RFS.

3.3 Merchant Services/Acquirer Functions.

First Data shall provide RFS access to and use of Services related to merchant accounts, including (a) accepting, balancing and editing transmissions; (b) determining net settlement amounts; (c) providing merchant settlement reports; and (d) providing merchant settlement and funding files, in each case based on RFS Rules.

3.4 Start-Up Services.

First Data shall provide start-up services in connection with new portfolios of Designated Accounts as are requested by RFS, including (a) performing those activities necessary to enable the First Data System to recognize and process a new portfolio of Designated Accounts; and (b) assisting RFS by providing information concerning the Services and the First Data System to RFS customers and prospective customers and by demonstrating the functionality of the First Data System relating to the processing of Designated Accounts.

3.5 Acquisition Support Services.

With respect to a potential acquisition of Accounts by RFS, as requested by RFS, First Data shall assist RFS in assessing the portion of the acquisition to which the Services will relate and provide other reasonable acquisition support related to the Services.

3.6 Conversions, Transfers and Flips.

At RFS’ request, First Data shall undertake and complete Conversions, Transfers, and Flips.

3.7 Interchange Settlement.

In order for First Data to provide its Services to RFS pursuant to the Agreement, it is necessary for First Data to handle and settle for RFS through the international interchange networks of card associations. RFS shall provide ICA and BIN numbers from the respective card associations for use by First Data in the settlement of transactions for RFS. RFS understands that First Data handles the interchange settlement with the card associations for its clients including RFS on a net settlement basis. To facilitate the settlement system, First Data has established, will establish or will direct RFS to establish and may in the future establish or direct RFS to establish, one or more interchange settlement central clearing accounts at one or more banks.

First Data shall provide the following additional Services for both the Production Support Services and Technology Services, in each case as these descriptions may be supplemented by the parties from time to time in written specifications.

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4.1 Incident and Problem Management Services.

First Data shall manage and resolve incidents and problems relating to the Services.

4.2 Capacity Management.

First Data shall manage the First Data System and supporting infrastructure so that there is sufficient capacity to perform the Technology Services in accordance with the terms of the Agreement at all times.

4.3 Change Management.

First Data shall manage and implement changes to the Services (including the First Data System) in accordance with change control and change management processes established by the Parties.

4.4 Disaster Recovery and Business Continuity.

First Data shall maintain and execute disaster recovery and business continuity plans designed to ensure continuity of Services provided by RFS.

4.5 Application Development and Application Maintenance.

First Data shall perform application development and maintenance services as requested by RFS in connection with the Services (and subject to the terms of Section 9.5 of the Main Body of the Agreement and Schedule C).

4.6 Training.

First Data shall provide periodic training for First Data Personnel and “train-the-trainer” training for RFS as may be agreed by the Parties.

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SCHEDULE B

SERVICE LEVELS

to

SERVICES AGREEMENT

by and between

RETAIL FINANCE SERVICING, LLC

and

FIRST DATA RESOURCES, LLC

Dated

September 15, 2015

Confidential

SCHEDULE B

SERVICE LEVELS

This Schedule B provides (or references) Service Levels that First Data shall meet or exceed in performing the Services. This Schedule B also provides (a) methodologies for calculating (i) Service Level Credits and Special Service Level Credits payable to RFS by First Data if First Data fails to meet Critical Service Levels or Special Service Levels; and (ii) Service Level Bonuses payable to First Data in certain circumstances; and (b) processes the Parties shall follow to add, modify or delete Service Levels for the Services during the Term.

There are two Attachments to this Schedule B as of the Effective Date: Attachment B-1 provides methodologies and processes applicable to the Production Services; Attachment B-2 provides methodologies and processes applicable to the Technology Services. Specific Service Level metrics shall be agreed by the Parties from time to time in written specifications.

ATTACHMENT B-1 – SERVICE LEVELS FOR PRODUCTION SERVICES TOWER

to

SCHEDULE B

by and between

RETAIL FINANCE SERVICING, LLC

And

FIRST DATA RESOURCES, LLC

Dated

September 15, 2015

Confidential

TABLE OF CONTENTS

ATTACHMENT B-1

SERVICE LEVELS

PRODUCTION SERVICES TOWER

This Attachment B-1 describes the Service Levels that First Data is required to meet or exceed in performing certain of the Production Services during the Term. This Attachment B-1 also describes (a) the methodology for calculating Service Level Credits and Special Service Level Credits that will be provided to RFS by First Data if First Data fails to meet a Critical Service Level or a Special Service Level set forth in this Attachment B-1, and (b) the process the Parties will follow to add, modify or delete Service Levels for the Production Services during the Term.

2.1 Certain Definitions .

The terms below shall have the corresponding meanings for purposes of this Attachment B-1 and elsewhere in this Agreement when they are used in relation to the Production Services.

(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 RFS for Print Production Services under the Agreement.

(c) “ Amount at Risk for Plastics Production Services ” means an amount equal to *** of the total monthly Charges for billing elements 7473 – Embossing, 7640 – For Customer C only, Expedited Turnaround, and 7651 – Mass Reissues (only applicable if First Data fails a Service Level for a Mass Reissue) payable by RFS for Plastics Production Services under the Agreement.

(d) “ BRC ” means Business Revolving Charge.

(e) “ Business Days ” means, for purposes of this Attachment B-1, Monday through Saturday, twenty-four (24) hours per day, excluding the First Data Holidays.

(f) “ Consumer ” means RFS’ consumer portfolios.

(g) “ Control Chart ” means a tool approved by RFS 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” by RFS in writing 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 RFS in accordance with Section 5.2.

(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 documented by the parties from time to time that describe and specify the quality requirements of a product or service under the Production Services Tower.

(k) “ Dashboard ” means the sets of reports, meetings, and other communications currently utilized by First Data and RFS 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.

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

(n) “ External Defect ” has the meaning provided in Section 4.5(e)(i).

(o) “ 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.

(p) “ Hold ” means the frequency and length of time First Data, RFS and/or RFS Customers temporarily suspend production and/or mailing.

(q) “ 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.

(r) “ 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 RFS with a comprehensive Major Release calendar designating the Major Releases for that calendar year prior to the start of each calendar year.

(s) “ 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.

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

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

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

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

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

(y) “ Print Production Services ” means those Production Services or functions performed that are related to the printing and mailing of Statements, Letters or Other Correspondence provided under the Production Services Tower, including any Support Services and Ancillary Services related to the Statements, Letters, and Other Correspondence.

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

(aa) “ Product Category ” means each product offer by RFS as designated in the Agreement under the Production Services Tower. As of the Effective Date, there are three (3) Product Categories: Business Retail Consumer (BRC), GECOM/PROX, and Consumer. Upon mutual agreement, changes can be made to the meaning of Product Category.

(bb) “ 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.

(cc) “ 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 USPS in accordance with applicable USPS guidelines, regulations, and laws. If USPS ceases to accept mail seven (7) days per week (e.g. 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 USPS continued to accept mail seven (7) days per week provided that First Data actually presents the items to USPS on the first following day that USPS is accepting mail.

(dd) “ Service Levels ” are the quantitative performance standards for certain of the Production Services provided in this Attachment B-1. Service Levels include all Service Levels, including Tracking Service Levels, Critical Service Levels and Special Service Levels.

(ee) “ Service Level Credit ” has the meaning provided in Section 4.4(b).

(ff) “ 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.

(gg) “ Special Service Level ” means those Service Levels that are referenced in Section 4.6 or otherwise designated as such in writing by the Parties.

(hh) “ Special Service Level Credit ” has the meaning provided in Section 4.6(a).

(ii) “ 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.

(jj) ***

(kk) “ Tracking Service Level ” means those Service Levels that are (i) not designated as Critical or Special by RFS; (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 will be designated by RFS from time to time in writing.

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

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

(nn) “ Weighting Factor for Plastics Production Services ” means the portion of the Pool Percentage Available for Allocation for Plastics Production Services that RFS has allocated with respect to a Critical Plastics Service Level. The initial

Weighting Factor for Plastics Production Services for the applicable Critical Plastics Service Levels shall be designated by the Parties in written specifications, and may be modified from time to time pursuant to Section 5.4.

(oo) “ Weighting Factor for Print Production Services ” means the portion of the Pool Percentage Available for Allocation for Print Production Services that RFS has allocated with respect to a Critical Print Service Level. The initial Weighting Factor for Print Production Services for the applicable Critical Print Service Levels shall be designated by the Parties in written specifications, and may be modified from time to time pursuant to Section 5.4.

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

(qq) “ Wrong Material ” means for purposes of the Wrong Materials SLA any instance in accordance with Section 4.6(c) that a Statement Package, Letter or Transaction Card Package is received by an RFS 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 RFS’ requirements provided to First Data in the bill of materials. “ Incorrect ” means that any barcoded form stock, insert, or envelope does not conform to the instructions provided by RFS 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) “ Yield ” means, with respect to Service Level metrics that are calculated as a percentage, the percentage equal to the quotient calculated as (i) the total number of Units without Defects for a particular Service Level during a Measurement Period divided by (ii) the total number of opportunities for a Defect for such Service Level during such Measurement Period, and (iii) multiply the quotient by one hundred percent (100%) to get a Yield percentage. In measuring whether a Service Level metric that is calculated as a percentage has been satisfied, the Yield achieved for the Service Level during the applicable Measurement Period will be compared against the required percentage for the applicable Service Level documented by the parties from time to time.

2.2 Other Terms .

Other terms used in this Attachment B-1 are either defined in the context in which they are used or are defined elsewhere in the Agreement, and in each case shall have the meanings there indicated.

3.1 Measurement .

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

(b) Except as otherwise expressly indicated in this Attachment B-1, all references to time of day in this Attachment B-1 shall refer to central time and any reference to “hour” or “hours” shall mean clock hours.

3.2 Measurement Tools .

(a) Subject to RFS’ 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 agreed to by the Parties or as specified pursuant to Section 3.2(d).

(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 provided in the Agreement as of the Effective Date, and thereafter in accordance with Section 3.2(d). 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 RFS. First Data shall provide RFS 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 RFS 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 RFS, 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) Customer D plastics / Statements timeliness and accuracy data will be provided by the fifth Working Day of the month.

(ii) The remaining monthly data reports will be completed by the seventh 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 Production Services review four blocker will be completed within twenty (20) days after the end of each month.

(b) First Data shall make the reporting and supporting information described in this Section 3.3, available to RFS 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 RFS, First Data shall also provide to RFS ***, to the extent that the agreed-upon measurement tools used to measure performance are capable of providing such access. To the extent that such tools are not capable of providing RFS with such *** access, First Data shall promptly provide access to timely data upon RFS’ 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 provided in the Agreement, First Data shall report at the level of detail (e.g., by individual RFS Customer or by client number), based on the reporting detail First Data provided to RFS prior to the Effective Date. RFS Customers may change from time to time and First Data shall promptly make the necessary adjustments to its reporting in a manner satisfactory to RFS.

(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 RFS through means provided 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 provided in the relevant Service Level. Dashboard reports shall be generated using the RFS 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 RFS on a daily, weekly and monthly basis and shall be completed at no additional charge to RFS.

3.4 Process Management Reviews .

(a) First Data shall coordinate and host on all Working Days a daily “ Process Management Status Call ” with RFS to discuss any known problems that have an adverse effect on service and/or RFS Customer satisfaction. First Data shall maintain a constant focus on problem identification, recovery and problem remediation.

(b) On Saturdays no later than 7:00 a.m. CT, First Data shall send an email to RFS providing information with respect to any known problems that have an adverse effect on service and/or RFS Customer satisfaction (“ Process Management Status Email ”). If there is a problem identified in the Process Management Status Email or any known problem identified by RFS to First Data that RFS requires to be resolved immediately, First Data will promptly on Saturday perform the services necessary to resolve such problem.

4.1 General .

(a) First Data shall provide, and RFS will have access to, all detailed supporting Service Level information (including raw performance data) as reasonably requested by RFS 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 RFS.

(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 20.4 (Force Majeure) of the Main Body of the 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 under this Attachment B-1 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 under this Attachment B-1 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) RFS’ 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 RFS failure; (iii) First Data used Commercially Reasonably Efforts to perform and achieve the Service Level notwithstanding the presence and impact of such RFS failure; and (iv) First Data is without fault in causing such RFS 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 RFS fails to perform such retained responsibility and First Data continues to use Commercially Reasonable Efforts to prevent, overcome, or mitigate the adverse effects of such failure to the extent required to achieve the applicable Service Level.

(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 8.2 (Savings Clause) of the Main Body of the Agreement, (iv) failures caused by the wrongful actions of RFS, or (v) Section 20.4 (Force Majeure) of the Main Body of the 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 the same ***, (iii) whenever there occurs any material Service Level Default, or (iv) as otherwise reasonably requested by RFS. 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 RFS as to the status of remedial efforts undertaken to cure such problem. Additionally, First Data shall propose and deliver to RFS, within thirty (30) days following each material Service Level Default, a written plan (acceptable to RFS) 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 RFS 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 provided in Section 4.3, RFS 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 as liquidated damages (each such credit, a “ Service Level Credit ”); or ***. Neither this Section 4.4(b) nor any *** hereunder shall limit RFS’ rights with respect to the events upon which RFS may rely as a basis for RFS’ termination of the Agreement or the Production Services Tower for cause.

4.5 Service Level Credits for Critical Service Level Defaults .

(a) Calculation .

(i) For each Critical Service Level Default except those provided 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; and

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 was ***. Additionally, assume the applicable Weighting Factor for Print Production Services allocated by RFS to such Critical Service Level is *** percentage points. The Service Level Credit due to RFS 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; and

B = ***

(iii) For example, assume First Data misses a Critical Service Level for Timeliness related to Account detail reporting for a RFS Customer in the Consumer Product Category. Assume that the Amount at Risk for Print Production Services for the month was ***. Assume that such Customer’s 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 RFS to such Critical Service Level is ***. The Service Level Credit due to RFS 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 provided 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 Parties shall define a “Recover Letter Service Level”. This Recovery Letter Service Level shall be a Critical Service Level regardless of whether a Weighting Factor for Print Production Services is assigned to it.

(e) Critical Service Level for External Defects other than Wrong Materials.

(i) “ External Defects ” are Defects *** in a calendar month by *** (but were not identified during the First Data sampling process) that per occurrence:

(A) ***; or