02/06/2018 WED 18129 PAK eG ‘COND AMENDED AND RESTATED AFFINITY AGREEMENT VILLANOVA UNIVERSITY This Agreement is entered into as of this 1st day of January, 2015 (the “Effective Date") by and between Bank of America (as successor to merger with FLA Card Services, N.A., a national banking association having its principal place of ousiness in Wilmington, Delaware (“Bank”), and Villanova University, a Pennsylvania non-profit corporation having its principal place of business in Villanova, Pennsylvania (“Villanova'), for themselves and their respective successors ond assigns, WHEREAS, Villanova and Bank are parties to that certain Amended and Restated Affinity Agreement dated April 1, 2011, 8s the same may have been amended (“Original Agreement”), wherein Bank provides certain Financial Service Products (as defined therein) to certain persons included in certain lists provided to Bank by or on behalf of Villanova; and WHEREAS, Villanova and Bank mutually desire to amend and restate the Original Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, Villanova and Bank agree as follows 1. DEFINITIONS ‘When used in this Agreement, the following initially capitalized words and phrases will have the meanings ascribed to them as set forth below: “Affiliate” means, with respect to any entity or organization, any other entity or organization directly or indirectly controlling, controlled by, or under common control with such entity or organization. The term “controlling,” “controlled by” and “under common control with” means the possession, directly or indirectly, of the power to direct or cause the direction of the ‘management and policies, whether through the ownership of voting securities, by contract or otherwise, “Agreement” means this affinity agreement and Schedules A through B. “Applicable Law” means, at any time, any applicable (i) federal, sate, and local statutes, regulations, licensing requirements, regulatory bulletins or guidance, regulatory examinations, agreements or orders, (it) egulations, by-laws and rules of any applicable self-regulatory organizations, (ii) rule, regulation, restriction, requirement or contractual term of VISA, MasterCard, American Express or other card network and (iv) judicial or administrative interpretations of any of the foregoing. “Contract Year” means the consecutive twelve (12) month period following the Effective Date and each consecutive twelve (12) month period following the anniversary of the Effective Date during the term of the Agreement. “Credit Card Account” means an open-end consumer credit account opened pursuant to the Program that is accessed utilizing a card, plate and/or any other device or instrument. Page 1 of 23 CONFIDENTIAL Tue,10 Feb 2015 6:23:0002/04/2028 WED igs29 FAX qooesors “Credit Card Program” means those credit card programs and services, and the promotion thereof, Bank agrees to offer pursuant to this Agreement to the Members from time to time “Customer” means any Member who is a participant in the Program. “Deposits” means consumer deposit products such 2s money market deposit accounts, certificate of deposit accounts, checking and savings accounts, checking accounts with debit card access ‘and money market deposit account and certificate of deposit account individual retirement accounts. “Deposit Account” means a consumer deposit account opened pursuant to the Program, “Deposit Program” means those Deposits and related programs and services, and the promotion thereof, Bank agrees to offer pursuant to this Agreement to the Members from time to tim “Financial Service Produet” means any credit card program, charge card program, debit card program, installment loan program, deposit program, travel and entertainment card program or the functional equivalent of any such product. Any other financial service programs or products offered under the Program will be mutually agreed to in writing by Bank and Villanova in a separate addendum “GIP Account” means « Credit Card Account opened pursuant to a GIP in which Villanova complies with the GIP provisions of this Agreement. “Group Incentive Program” or “GIP” means any credit card marketing or program whereby Villanova conducts and funds solicitation efforts for credit card products offered under the Program, and the parties mutually agree that such marketing or other program shall constitute a oP. “Information” has the meaning ascribed to such word in Section 7. “Marketing List” means an updated and current list (in a format designated by Bank) containing non-duplicate names, with corresponding valid postal addresses and, when available, telephone numbers (including area codes) and e-mail addresses of all Members who are at least eighteen years of age, segmented by zip codes or other mutually selected membership characteristics, As ofthe Effective Date, and for the remainder of the term and any renewal terms unless otherwise expressly agreed in writing by Bank and Villanova, the Marketing List will not contain the names of undergraduate or graduate students of Villanova. "Member" means ({) alumni of Villanova, (ii) members of Villanova’s alumni association, (iii) faculty and staff of Villanova, and/or (iv) other potential participants mutually agreed to by Villanova and Bank “Premium Reward Account” means 4 Credit Card Account carrying a Premium Reward Enhancement.” Page 2 of 21 CONFIDENTIAL Tue,10 Feb 2015 6:23:00Lian woer/ens O1Br2p PAK “Premium Reward Enhancement” means a premium Reward Enhancement as provided through Bank and offered as part ofthe Program. A Promium Reward Enhancement may be marketed under a name (¢.g., BankAmericard Cash Rewards™), as determined by Bank from time to time, in its sole discretion, “Premium Reward GIP Account” means a Premium Reward Account opened pursuant to a GIP in which Villanova complies with the GIP provisions of the Agreement, “Program” means those programs and services, and the promotion thereof, of the Financial Service Products Bank agrees to offer pursuant to this Agreement to the Members from time to time, “Program Trademarks” means any design, image, visual representation, logo, service mark, trade dress, trade name, or trademark developed either jointly or by either party (including its Affiliates) during the term of this Agreement and used to promote or identify products or services offered by Bank through the Program, Program Trademarks may but need not necessarily consist of a Villanova Trademark, with or without other elements, “Qualifying GIP Account” means a now GIP Account, Reward GIP Account, or Premium Reward GIP Account which remains open for at least ninety (90) consecutive days and which is utilized by the Customer within the first ninety (90) consecutive days of the GIP Accounts, Reward GIP Account’s or Premium Reward GIP Account’s opening for at least one (1) purchase or cash advance which is not subsequently rescinded, the subject of a charge back request, or otherwise disputed. “Reward Account” means a Credit Card Account carrying a Reward Enhancement, “Reward Enhancement” means a reward enhancement as provided through Bank and offered os art of the Program, A Reward Enhancement may be marketed under a name (e.g,, World Points), as determined by Bank from time to time, in its sole discretion, ‘eward GIP Account” means a Reward Account opened pursuant to a GIP in which Villanova complies with the GIP provisions of the Agreement. “Royalties” means the corapensation set forth in Schedule A. “Villanova Affiliate” means any Affiliate of Villanova, jrllanova Trademarks” means any design, image, visual repeescatation (including any font), logo, setvice mark, trade dress, rade name, ot trademark used or acquired by Villanova or any Villanova Affiliate prior to or during the term of this Agreement. SPON! Except as otherwise set forth herein, Villanova agrees that during the term of this Agreement it Mill endorse the Program exclusively and that neither Villanova nor any Villanova Affilite will, by itself or in conjunction with others, ditectly or indirectly: (i) sponsor, advertise, aid, develop, market, solicit proposals for programs offering, or discuss with any organization (other than Bank) the providing of, eny Financial Service Products of any entity other than Bank: (ji) Page 3 of: CONFIDENTIALtnvoe (b) © 3 WED 15129 PAX Qoosvors license, allow others to license, or use or allow to exist the use by others of the Villanova Trademarks in relation to or for promoting any Financial Service Products of any entity other than Bank; and (ii) sell, rent or otherwise make available or allow others to sell, rent or otherwise make available any ofits mailing lists or information about any current or potential Members in relation to or for promoting any Financial Service Products of any ettity other than Bank. Notwithstanding anything else in this Agreement to the contrary, Villanova may accept print, radio, television, public announcement or sign advertising or sponsorship from any financial institution provided that the advertisement does not contain an express or implied endorsement by Villanova of a Financial Service Product. Notwithstanding anything to the contrary in this Agreement, Bank and Villanova agree that, as of one hundred eighty days (180) ays prior tothe term end date, Villanova may solicit proposals for programs offering and/or discuss with any organization other than Bank the providing of any Financial Service Products of ‘any entity other than Bank; provided, however, Villanova shall nc, directly or inditectly, prior to the term end date: (i) endorse, advertise, offer ox market any Financial Service Products of any entity other than Bank, or (i) license or allow others to use or license the Trademarks for use in relation to or for promoting or supporting any Financial Service Products of any ‘entity other than Bank. Further, the partios have agreed that the exclusivity provided in this Agreement for Financial Service Products shall not prohibit the following: (j) the daily operation of an on-campus bank bbranch(es) by Wells Fargo; (i) the issuance of the Villanova student identification card (referred ‘o currently asthe “WildCard”) with debit funetionality; (i) the offering of checking or savings accounts to students; (iv) the offering of checking or savings accounts to faculty or staff; (v) the offering of 403(b) or other forms of employee retirement accounts to faculty or staff Members, (vi) the offering of eredit union accounts to faculty or staff Members; (vi) the offering of ‘mortgage or student loan programs to Members, including students and their families; and (vii) the utilization by Villanova of third party financial institutions for cash management, investment or other financial services relating to the assets and liabilities of Villanova, including but not limited to the management of Viilanova’s endowment assets, Notwithstanding anything else in this Agreement to the contrary, Bank agrees thet none of the foregoing exceptions shall be deemed a breach of Section 2(a); provided, however, that neither the Wildcard or any financial products by Wells Fargo, will be co-exclusive with any debit card product offered by Bank with respect to the Trademarks and will not have a similar look and feel to any Financial Service Product offered in connection with the Program or be marketed to those Members on the Marketing Lists, excluding faculty and staff. Villanova agrees to provide Bank with such information and assistance as may be reasonaaly Tequested by Bank in connection with the Program, Villanova authorizes Bank to solicit Members by mail, direct promotion, intemet, email advertisements, banking centers, telephone or any other means for participation in the Program. Notwithstanding the foregoing, Bank shall not target market Villanova students for participation in the Program during the term. However, nothing contained herein shall prohibit or prevent Bank from fulfilling a Villanova student's request for a Financial Service Product offered under the Prog-am. In addition, notwithstanding anything contained in this Section 2(¢) to the contrary, Bank shall not be deemed in breach of this Section 2(¢) for soliciting any individual contained in any Marketing List provided by Villanova for ‘participation in the Program. Page 4 0f 21 CONFIDENTIAL Tue,10 Feb 2015 6:22:429/08 02/08/2015 wen 15:30 FAX @ © oO @) (ay Villanova will have the right of prior approval of all Program advertising and solicitation ‘materials to be used by Bank that contain a Villanova Trademark; such approval will not be unreasonably withheld or delayed, In the event that Bank incurs a cost because of a change in the Villanova Trademarks requested, required, or directed by Villanova (e.g., the cost of reissuing new credit cards), Bank may deduct such costs from any Royalties due Villanova, In the event such costs exceed Royalties then due Villenova, if requested by Bank, Villanova will promptly reimburse Benk for all such costs. At least once annually and within thirty (30) days following the request of Bank, Villanova will provide Bank with the Marketing List free of any charge; provided, however, that Villanova will not include in any Marketing List the name and/or related information regarding any Member ‘who has expressly requested that Villanova not provide his/her personal information to third parties. In the event that Bank incurs a cost because of a charge assessed by Villanova or its agents for an initial Marketing List or an update to the Marketing List, Bank may deduct such costs from Royalties duc Villanova. Villanova will provide the first Marketing List, containing the required information for at least eighty-six thousand (86,000) non-duplicate Member names, ‘a5 soon es possiblé but no later than thirty (30) days after Villanova’s execution of this Agreement. In the event that Villanova receives any reques‘(s) for an individual's name and ‘other information to be removed from the Marketing List, Villanova will promptly notify Bank of such request, and Bank will promptly permanently remove and delete from the Marketing List and will not contact or market or promote any products or services to such individual using the name and/or information from the Marketing List. ‘Villanova will, and will cause any Villanova Affiliates to, only provide information to or ‘otherwise communicate with Members or potential Members about the Program with Bank's prior written approval, except for current advertising and solicitation materials provided by Bank to Villanova. Notwithstanding the above, Villanova may respond to individual inquiries about ‘the Program from its Members on an individual basis, provided that said responses are eccurate and consistent with the then-current materials provided by Bank to Villanova. Any correspondence received by Villanova that is intended for Bank (e.g., applications, paymeats, billing inquiries, etc.) will be forwanded to the Bank account executive via overnight courier ‘within twenty-four (24) hours of receipt. All reasonable overnight courier expenses incurred by Villanova will be paid by Bank. Villanova hereby grants Bank and its Affiliates a limited, exclusive license to use the Villanova ‘Trademarks with the Program, This license transfers to the assignee of this Agreement. This license will remain in effect for the duration of this Agreement and will apply to the Villanova ‘Trademarks, notwithstanding the transfer of such Villanova Trademarks by operation of law or otterwise to any permitted successor, corporation, organization, or individual, Villanova will provide Bank all Villanova Trademark production materials (e.g., camera-ready art) required by Bank for the Program as soon as possible but no later than thirty (30) days after Villanova’s execution of this Agreement. Nothing stated in this Agreement prohibits Villanova from ranting to other persons a license to use the Villanova Trademarks in conjunction with the providing of any other service or product, except for any Financial Service Products. All Program Trademarks, with the exception of Program Trademarks that consist of or contain a Villanova Trademark, with or without other elements, shall belong exclusively to Bank and Bank ‘may use such Program Trademarks in any manner not prohibited by this Section 2(h). Villanova may not use any Program Trademark, except to promote the Program or any goods or services Page § of 21 CONFIDENTIAL. Tue,10 Feb 2015 6:23:0002/06/2025 wea 15:30 FAK @ ) © @ ©) oO offered by Bank through the Program. Villanova shall not register or attempt to register any Program Trademark. Bunk shail not register or attempt to register any Villanova Trademark. Bank may use Program Trademarks that contain Villanova Trademarks to promote or identify the Program and any products or services offered by Bank through the Program at no cost to Bank, but only during the term of this Agreenent, IGHTS AND RESPONSI F BANS Bank will design, develop, maintain, and administer the Program for the Members and in compliance with all applicable laws, rules, regulations and orders. Bank will design all advertising, solicitation, and promotional materials used in the Program ‘except for materials used in any Villanova Marketing Effort. Bank reserves the right of prior ‘written approval of all materials conceming or related to the Program that may be developed by or on behalf of Villanova. Bank will bear all costs of producing and mailing materiais for the Program except for materials used in any Villanova Marketing Effort, Bank will make all credit decisions and will bear all credit risks with respect to each Customer's account(s) independently of Villanova, Bank will use the Marketing Lists provided pursuant to this Agreement in a manner consistent with this Agreement and will not permit those entities handling the Marketing Lists to use them for any other purpose. Bank will have the sole right to designate Members on these Marketing Lists to whom promotional material will be sent. ‘These Marketing Lists are and will remain the sole property of Villanova. However, Bank may maintain separately and will own all information that it obtains as a result of an account relationship or an application for an account. relationship, This information becomes a part of Bank's files and will not be subject to this Agreement; provided however that Bank will not use this separate information in a manner that would imply an endorsement by Villanova. Subject to applicable law and regulation, Bank has the right to place Villanova Trademarks on ‘gifts for individuals completing applications and on other premium items, including without limitation t-shirts, hats, “bobbleheads,” or other items suitable in Bank's judgment for the solicitation of Credit Card Account applications, Villanova will have approval of the use and appearance of the Villanova Trademarks used on such materials pursuant to Section 2(4), but ‘grants Bank the right to use approved materials at Bank’s discretion, Bank will not be required to pay any third party (e.g., any producer, licensor(ee), or manufacturer of such gifts and premiums) royalties or other compensation otherwise due directly or indirectly to or on behalf of ‘Villanova or a Villanova Affiliate for such gifts or premiums, Villanova waives such payments from any third party(ies) (and/or agrees to cause the recipient(s) of such payments to waive such payments), and will take (and/or will cause the recipient(s) of such payments to take) all actions to give effect to this waiver. Ifa third party should refuse to reduce the price to Bank for such gifts or premiums (or otherwise prevent the realization of this benefit by Bank) then Bank may deduct such amount(s) from Royalties. Notwithstanding anything contained in the Agreement to the contrary, Villanova acknowledges and agrees that Bank may market any financial service products or services that Bank or any Page 6 0F21 CONFIDENTIAL Tue,10 Feb 2015 6:23:0002/04/2018 WED 15:30 PAX @) ) wontons Bank Affiliate offers (c.g, credit cards and deposit products, collectively "Bank Products") contemporaneously with the promotion of Deposits and that such Bank Products are not subject, to this Agreement. However, Bank agrees that it shall not, when using Villanova's Marketing Lists for Deposits, market Bank Products (excluding “Deposits Offers”, as defined below), in direct mail copy, in an e-mail or an outbound telemarketing solicitation, unless Villanova consents to Bank’s use of the Marketing Lists for such purposes. "Deposits Offers” means any and all Deposits benefits and features and any and all other products and services that relate to or have a connection with Deposits (¢.g, Online Banking and $0 Trade). Bank may maintain separately all information it obtains as a result of an account application for, and/or an account relationship in connection with, Deposits or a Bank Product. Al such information becomes a part of Bank's own files and shall not be subject to the Agreement, NTATIONS AND W. NTU IC. “INS! ‘Villanova and Bank each represents and warrants to the other party that as of the Effective Date and throughout the term of this Agreement: (i) Ihis duly organized, validly existing and in good standing; (i) Ithas all necessary power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement; (ii) This Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, receivership, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity; (iv) No consent, approval, or authorization from any third party is required in connection with the negotiation, execution, detivery and performance of this Agreement, except such as have been optained and are in full force and effect; (¥) _ The execution, delivery and performance of this Agreement by such party will not constitute a violation of any law, rule, regulation, court order or ruling applicable to such party. (Villanova represents and warrants to Bank as of the date hereof and throughout the term of this Agreement and any period thereafter that Bank has the right to use the Villanova ‘Trademarks to wind down the Program that it has the right and power to license Villanova ‘Trademarks to Bank for use as contemplated by this Agreement, and to provide the Marketing List(s) to Bank for the promotion of the Program. Villanova will indemnify, defend and hold harmless Bank, and its directors, officers, agents, employees, Affiliates, successors and assigns, from and against all liability, causes of action, and claims, and will reimburse Bank’s costs, fees and expenses in connection therewith (including reasonable attorneys’ fees and court expenses), arising from the license of Villanova Trademarks granted herein, or from Bank's use of the Villanova Trademarks in reliance thereon, or from the use of any Marketing List(s) by Bank for the Program, Bach pasty will promptly notify the other party upon learning of any claims or complaints relating to the license or the use of any Villanova Trademarks or Marketing Lists. Gi) Villanova and Bank each will indemnify and hold harmless the other party, its directors, officers, agents, employees, affiliates, insurers, successors and assigns from ond against any and Page 7 of 21 CONFIDENTIAL Tue, 10 Feb 2015 6:23:0002/04/2015 wen 15130 PAK @ &) © @ all liability, causes of action, claims, and the reasonable and actual costs incurred in connection therewith, resulting from (i) the material breach of this Agreement by Villanova or Bank, respectively as the case may be, or its directors, officers or employees; (ii) any violation of applicable laws, rules, regulations or orders by the indemnifying party in connection with this "Agreement or the producis or services provided by the indemnifying party under this Agreement; and (iii) any unauthorized access to or use ot disclosure of personally identifiable information or nonpublic personel or financial information in connection with this Agreement or the products or services provided by the indemnifying party under this Agreement. Each party shall promptly. notify the other party in the manner provided herein upon learning of any claims or complaints that may reasonably result in the indemnification by the other party. ROYALTIES During the term of this Agreement, Bank will pay Royalties to Villanova. Royalties will not be pig until a Schedule B (W-9 Form and ACH Form) or other IRS required form (e.g., W=8) is fully compicted and retumed to Bank. Except as otherwise provided in Schedule A, payment of Royalties then due wil! be made approximately forty-five (45) days after the end of each calendar quarter. The parties agree that as of the Effective Date, Bank will not pay Royalties to Villanova for any student Credit Card Accounts, however, pursuant to the tradematk license and/or sublicense gzanted by Villanova to Bank pursuant to this Agreement, solely in strict conformance with illanova's then-current applicable trademark, brand and logo guidelines, and subject to ‘Mlanova’s prior review and written approval in each case, Bank will have the right to use the Villanova Trademarks and on all Financial Service Products offered under the Program during the term of the Agreement. fat any time during the term of the Agreement any change in any card network's interchange rate(8) or similar rate(s), when measured separately or together with all other rate changes since the Effective Date, has more than a de minimis adverse impact on Bank's businesses (including the businesses of any Bank Affiliate providing a product or service under this Agreement), as determined by Bank in its sole discretion (“Impact”), then Bank may notify Villanova in writing of Bank's desire to renegotiate the Royalties and any other financial terms in the Agreement to address the Impact. If, within thirty (30) business days afier Villanova’s receipt of Bank’s notice, the parties have not, for whatever reason, fully executed an addendum that modifies the Royalties and other financial terms to address the Impact, Bank shall have the right to terminate either the Deposits Program or the Credit Card Program, or the Agreement in its entirety, without penalty or liability to Villanova, upon ninety (90) days advance written notice. For the avoidance of doubt, in the event either the Deposit Program or Credit Card Program is terminated earlier than the Agreement as provided for in this Section 5(¢), such terminated program remains subject to the provisions described in the sections referenced in Section 12(b) of the Agreement and aay other section in the Agreement that by its terms are meant to survive the termination of this Agreement, and the rights and obligations in any other provision of this Agreement with respect to the products offered under such program shall be null and void, in each case, as if the termination of such program was a termination or expiration of the Agreement for just that program. (On or before the forty-fifth (45") day after the end of each calendar quarter during the term of this Agreement, Bank will provide Villanova with a statement that reflects the calculated Tue,10 Feb 2015 6:23:0004/2008 wen 15:3! PAK @ ) Gores compensation amounts during such calendar quarter, and the volumes used to substantiate the Royalties in accordance with the parameters outlined in Schedule A. PROGRAM ADJUSTMENTS ‘Bank has the right to make periodic adjustments to the Program, including, without limitation, changes to its terms and features, In addition, Customers may be offered, as a benefit under the Program, opportunities to select other ancillary products ané services. CONFIDENTIALITY OF AGREEMENT ‘The terms of this Agreement, any proposal, financial information and proprietary information provided by of on behalf of one party to the other party prior to, contemporancously with, or subsequent to, the execution of this Agreement (“Information”) are confidential as of the date of disclosure. Such Information will not be disclosed by such other party to any other person or ‘entity, except as permitted under this Agreement or as mutually agreed in writing. Bank and Villanova will be permitted to disclose such Information (i) to their accountants, lawyers, financial advisors, marketing advisors, affiliates and employees (its “Agents”) as necessary for the performance of their respective duties, provided that ssid persons agree to treat the Information as confidential in the above described manner ot (ii) as required by law or requested by any governmental regulatory authority. Notwithstanding the foregoing, the party disclosing Information to its Agents shall be liable for any breach of this Section 7 by their Agents. ‘TERM OF AGREEMENT ‘The initial term of this Agreement will begin on the Effective Date and end on December 31, 2020. This Agreement will automatically extend at the end of the initial term or any renewal term for successive two-year periods, unless either party gives written notice ofits intention not to renew at least ninety (90) and not more than one hundred eighty (180) days, prior to the end of the then current term or renewal term, as applicable, ‘Notwithstanding Section 8(2) above, the right to not renew the Agreement pursuant to this Section 8 of the Agreement may also be used by Bank to terminate the Deposit Program only or Credit Card Program only as of the end of any current term of the Agreement, with the exception that such non-renewal notice, to be valid and effective, must be received by Villanova on or before one hundred twenty (120) days prior to the end of the then current term, For the avoidance of doubt, in the event the Deposit Program or Credit Card Program terminates earlier than the Agreement as provided Zor immediately above, such terminated program remains subject to the provisions described in the sections referenced in Section 12(b) of the Agreement and any other section in the Agreement that by its terms are meant to survive the termination of this Agreement, and the rights and obligations in any other provision of this Agreement with respect to the products offered under such program shall be null and void, in each case, as ifthe termination of such program was a termination or expiration of the Agreement for just that program. Page 9 of 21 CONFIDENTIAL Tue, 10 Feb 2015 6:23:00yo 02/04/2028 wen 15:31 PAK moresers 9. STATE LAW GOVERNIN B “This Agreement will be govemed by dnd subject to the laws of the State of Delaware (without regard to its conflict of laws principles) and will be deemed for all purposes to be made and fully performed in Delaware 10. TEI TIO) (a) Inthe event of any material breach of this Agreement by Bank or Villanova, the other party may terminate this Agreement by giving notice to the breaching party. This notice will (i) include a description of the material breach; and (ii) state the party's intention to terminate this Agreement. If the breaching party does not cure or substantially cure such breach within sixty (60) days after receipt of notice, as provided herein (the “Cure Period”), then this Agreement will terminate sixty (60) days after the Cure Period, (&) __Ifeither Bank or Villanova becomes insolvent in that its liabilities exceed its asscts or it is unable tomeet or ithas ceased paying its obligations as they generally become due, or itis adjudicated insolvent, or takes advantage of or is subject to any insolvency proceeding, or makes an assignment for the benefit of creditors or is subject to receivership, conservatorship oF liquidation then the other party may immediately terminate this Agreement. (©) Upon the expiration or earlier termination of this Agreement, Bank will, except as set forth in Seetion 10{d) of this Agreement, cease to use the Villanova Trademarks for Program marketing purposes, provided that Bank may conclude all solicitations required by law. Upon the expiration or eatlier termination of this Agreement, Bank will not claim any right, title, or interest in or to the Villanova Trademarks or to the Marketing Lists. (6) Bank will have the right to prior review and approval of any notice in connection with, relating ‘or referring to the expiration or earlier termination of this Agreement to be communicated by Villanova or any Villanova Affiliate to the Members. Such approval will not be unreasonably withheld, Upon expiration or earlier termination of this Agreement , Bank will have up toninety (90) calendar days from the termination or expiration date to: (i) suspend marketing and remove marketing materials from Bank’s marketing channels; (ji) use Villanova Trademarks in connection with existing Deposit Accounts and Credit Card Accounts and those opened during such ninety (90) day period; and (iii) remove Villanova Trademarks from Program collateral and account materials, such as statements, welcome packages, and card carriers, Villanova shall not attempt to cause the removal of Villanova Trademarks from any person's credit devices, debit devices, checks or records of any Customer existing as of ninety (90) days following the termination or expiration date of this Agreement, and Bank shall have the right to use Villenova ‘Trademarks on such credit devices, debit deviees, checks and records until their normally scheduled reissue date or exhaustion. (© Inthe event that Applicable Law has or will have a material adverse effect on Bank's businesses (including the businesses of any Bank A fiiliete providing a product or service under this Agreement), as determined in Bank's sole discretion (“Event”), Bank may notify Villanove in writing of Bank's desire to renegotiate the terms of the Agrecment to address the Event. If, within thirty (30) business days after Villanova's receipt of Bank’s notice, the parties bave not, for whatever reason, fully executed an addendum that is satisfactory to both parties, Bank shall. have the right to terminate either the Deposits Program or the Credit Card Program, or the Page 10 0f24 CONFIDENTIAL, Tue,10 Feb 2015 6:23:00oe/ee/2ois we oO ML @) @) () @ ©) PRX qous/ois ‘Agreement in its entirety, without penalty or liability to Villsnove, upon ninety (90) days advance written notice. For the avoidance of dovbt, in the event either the Deposit Program or Credit Card Program is terminated earlier then the Agreement as provided for in this Section 10), such terminated program remains subject to the provisions described in the sections referenced in Section 12(b) of the Agreement and any other section in the Agreement that by its terms ere meant to survive the termination of this Agreement, and the rights and obligations in any other provision of this Agreement with respect to the products offered under such program shall be null and void, in each case, as if the termination of such program was a termination or expiration of the Agreement for just that program. For a one (1) year period immediately following the expiration or earlier termination of this ‘Agreement for any reason, Villanova agrees that neither Villanova, nor any Villanova Affiliate will, by itself or in conjunction with others, directly or indirectly, target any offer of a Financial Service Product or a related product to persons who were Customers, Notwithstanding the foregoing, Villanova may, after the expiration or earlier termination of this Agrecment, offer persons who were Customers the opportunity to participate in another financial service program endorsed by Villanova, provided the opportunity is not only made available to such persons but rather as a part of @ general solicitation to all Members and provided further that persons are not directly or indirectly identified as a customer of Bank, or offered any terms or incentives that differ from those offered to all Members. GROUP MARKETING Villanova will design and produce, at its expense, all marketing material with regard to any Program marketing efforts being conducted, directly or indirectly, by Villanova, including, but not limited to, any GIP (“Villanova Marketing Effort"), Villanova will give Bank sixty (60) days prior notice prior fo engaging in any Villanova Marketing Effort. All GIP marketing materials will be coded by Villanova as instructed by Bank for tracking purposes. Credit Card Accounts generated from any GIP will entitle Villanova to the Royalty for GIP specified in Schedule A, subject to the other terms and conditions of this Agreement. ‘Notwithstanding the above, marketing materials or telemarketing inquiries from Members which do not contain or reference such coding will not be eligible for any GIP Royalty. ‘Bank will have the right of prior approval of all inarketing materials to be used in any Villanova, Marketing Effort. Bank has control over, in its sole discretion, the scope, timing, content and continuation of any Villanova Marketing Effort. In furtherance of the above, Villanova shall immediately discontinue any or all Villanova Marketing Efforts upon receipt of, and in accordance with, the written notice from Bank requesting such discontinuance, Villanova will not deviate from the approved materials and plan for any Villanova Marketing Effort without the prior written approval of Bank, ‘All costs inewred by Bank in producing and mailing materials created pursuant to any Villanova Marketing Effort or of supporting any Villanova Marketing Effort will be promptly reimbursed by Villanova upon demand. As direvted by Bank, Villanova will comply with all applicable laws, including, without linaitation, the Truth in Lending Act, the Truth in Savings Act and the Equal Credit Opponunity Act, with respect to any Villanova Marketing Effort. Page 1of2t CONFIDENTIAL Tue, 10 Feb 2015 6:23:00o2/oe/20rs wen 15:32 PAX ® @® h) worsyors ‘Villanova will advertise all the products offered under the Program on Villanova's alumni relation’s web page and such other prominent locations within the internet site(s) of Villanova as the parties shall mutually agree upon, all at Villanova’s expense. Bank may establish a hyperlink from each such advertisement to another internet site (an application site), or may provide a telephone number in each such advertisement, to enable a person to apply for each advertised Financial Service Product, Any Credit Card Accounts generated pursuant to such a hyperlink or telephone number will entitle Villanova to the GIP compensation set forth in Schedule A, subject to the other terms and conditions of his Agreement. Villanova will modify ot temove such advertisements within twenty-four (24) hours of Bank’s request. To enable Bank to view all ‘Program material, Villanova will provide Bank with the ability to access any and all pages within the Villanova internet site(s), including without limitation any “members only” or other restricted access pages that display Program material. During the term of this Agreement, Villanova agrees to conduct on its own, at its expense and on. ‘an ongoing basis the following Villanova Markering Efforts for Deposits offered under the Program: (i) online marketing efforts, which would include hyperlinks to a Bank Deposits application and/or Bank inbound application telephone number(s), which shall include, but not Timited to, standalone e-mails, e-newsleticrs, welcome kit e-mails, and digital magazines; and i) offline marketing efforts, which would include either Deposit applications and/or Bank inbound application telephone number(s), which shall include, but not be limited to, publication ads, magazine inserts, welcome kits, coupon books, member directories, statement messages, statement inserts, flyers, renewal notices, event notifications and VRU messaging. Without limiting the generality of Sections 11(f) and 11(g), above, Villanova agrees to perform the following Villanova Marketing Efforts. During the term of this Agreement, Villanova shall promote the Program: (@ Inclusion of Bank logo and hyperlink to Bank website on Villanova’s business partners and benefits page, homecoming page, reunion page and Villanova University ‘Advancement page. (i) Inclusion of Bank logo and hyperlink to Bank website in Villanova's eNewsle:ters, Nova Notes end Chapter Notes. (ii) Bank materials displayed at registration during Reunion weekend. Gv) Onsite signage displayed during Homecoming weekend. (v) Bull page advertisement in the football program used throughout the football season (August through November), (vi) Full page advertisement in the basketball program used throughout the basketball season (November through March), (vil) Special thank you listings in program for Leadership Summit Event and multiple on-site materials, (viti) Bank materials displayed at six (6) to eight (8) Villanova University Alumni Association, Scholarship events (e.g., golf outing or similar event) (ix) Bank materials displayed at the entrance to the Alumni House. The parties may agree from time to time during the term of this Agreement to add, delete, modify or substitute items to be offered as Villanova Marketing Efforts pursuant to this Section 11(h). Upon the parties’ mutual agreement to add, delete, modify or substitute a Villanova Marketing Effort, this Section 11(h) shall be deemed so amended without any further action, Page 12021 ‘CONFIDENTIAL Tue,10 Feb 2015 6:23:0012 @ ) ©) (©) ao MISCELLANEOU This Agreement cannot be amended except by written agreement signed by the authorized agents of both parties hersto. “The obligations in Sections 2(h), 4(b), 7, 10(¢), 10(4), 10(4) and 11(¢) will survive the expiration. or any earlier termination of this Agreement. The failure of any party to exercise any rights under this Agreement will not be deemed a waiver of such right or any other rights. “The section captions are inserted only for convenience and are in no way to be construed as part of this Agreement. Ifany part of this Agreement is, for any reason, found or held invalid or unenforceable by any court or governmental agency of competent jurisdiction, such invalidity or unenforceability will not affect the remainder of this Agreement which will survive and be construed as if such invalid cof unenforceable part had not been contained herein and the parties hereto shall immediately commence negotiations in good faith to reform this Agreement to make alternative provisions herein that reflect the intentions and purposes of the severed provisions in a manner that does not run afoul of the basis for such unenforceability or invalidity Ail notices relating to this Agreement will be in writing and will be deemed given (i) upon receipt by hand delivery, facsimile or overnight courier, or (ii) three (3) business days after ‘mailing by registered or certified mail, postage prepaid, return receipt requested. All notices will be addressed as follows: (1) Ifto Villanova: Villanova University 800 Laneaster Avenue Villanova, Pennsylvania 19085 ATTENTION: Associate Vice President for Alumni Relations Fax #: (610) 9-7875 With a Copy to: Villanova University 800 Lancaster Avenue Villanova, Pennsylvania 1908$ ATTENTION : Vice President and General Counsel (2) Ifto Bank: Bank of America, N.A. Page 13 0f 21 CONFIDENTIAL Tue,10 Feb 2015 6:23:0002/04/2015 wea 15:32 FAK @ &) @ oO ®) o qoirose MS DES-003-01-07 1100 North King Street Wilmington, Delaware 19884 ATTENTION: Contract Administration Fax #: (206) 585-9732 (3) Any party may change the address and fax umber to which communications are to be sent by giving notice, as provided herein, of such change of address. This Agreement contains the entire agreement of the patties with respect to the matters covered herein and supersedes all prior promises and agreements, written or oral, with respect to the matters covered herein, including, without limitation, the Original Agreement. This Agreement does not and is not intended to alter or amend any aspect or provision of any other agreement between the parties that survives termination of that agreement. Without the prior written. consent of Bank, which will not be unreasonably withheld, Villanova may not assign any ofits rights or obligations under or arising from this Agreement. Bank may assign any of its rights or obligations under this Agreement to any other person without the prior consent of Villanova. Bank may utilize the services of any third party in fulfilling its obligations under this Agreement. Certain Financial Service Products or services under this Agreement may be offered through Bank's affiliates Bank and Villanove are not agents, representatives or employees of each other and neither party will have the power to obligate or bind the other in any manner except as otherwise expressly provided by this Agreement. ‘Nothing expressed or implied in this Agreement is intended or will be construed to confer upon or give any person other than Villanova and Bank, their successors snd assigns, any rights or remedies under or by reason of this Agreement. ‘Neither party shall make any statement, whether written, oral or otherwise, to any person or entity which criticizes, disparages, condemns or impugns the reputation or character of the other or any of its Affliates, whether or not the statement is true and whether or not itis chareeterized as confidential. Neither party shall be held responsible for any delay or failure in performance to the extent such delay or failure is caused by fire, flood, explosion, terrorism, war, strike, embargo, government laws, rules, regulations or requirements, civil or military authority, act of God, act or omission of ‘carriers or other similar causes beyond its control, that was not reasonably foreseeable or avoidable, and without the fault or negligence and/or lack of diligence of the delayed party (force majeure condition”). The non-delayed party shall have the right to terminate this Agreement if such force majeure condition endures for more than one hundred twenty (120) days by providing the delayed party with least thirty (30) days prior written notice of such termination, which notice must be received by the delayed party within ten (10) days efter the expiration of the one hundred twenty (120) day period, This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument, The parties Page 140f2 CONFIDENTIAL, Tue,10 Feb 2015 6:23:0002/06/2015 Wao 18:32 PAL osvoue hereto agree to aocept a digital image of this Agreement, as executed, as a true and correct original and admissible os best evidence tothe extent permitted by a court with proper jumiediction. (mm) This Agreement is the product of negotiations between the partics hereto and their respective ‘counsel, No provision or section of this Agreement shall be read, construed or interpreted for or ‘against either party by resson of ambiguity of language, rule of construction against the éraftsman, or any similar doctrine, IN WITNESS WHEREOF, each of the parties, by its representative, has executed this Agreement as of the Effective Date. C : [Fake go J Serwe View Pridect : Shiolis Page 18 0f 21 CONFIDENTIAL, Wed,11 Mar 2015 5:35:15yooisois 02/04/2018 weD 1g:28 FAX Go SCHEDULE A ROYALTY ARRANGEMENT During the term of this Agreement, Bank will pay Villanova a Royalty calculated as follows for those accounts with active charging privileges. For clarity, Royalties will not be paid for student Credit Card ‘Accounts. Bank may create a special class of consumer accounts for Villanova employees under the Program, and will not pay compensation for such designated accounts. All Royalty payments due hereunder are subject to adjustment by Banik for any prior overpayment of Royalties by Bank: A. DIT ACCOUNT! L ‘$3.00 (three dollars) for each new Credit Card Account opened, which remains open for al Yeast ninety (90) consecutive days and that is uilized by the Customer within the fist ninety (90) consecutive days of the Credit Card Account’s opening for at least one (1) purchase or cash advance that is not subsequently rescinded, the subject of a charge back request, or otherwise disputed. 2, $3.00 (three dollars) for each Credit Card Account for which the annual fee is paid by the Customer, If no annual fee is assessed by Bank (other than as a result of @ courtesy waiver by Bank), then such Royalty will be paid for each Credit Card Account that: 1) has a belence grenter than zero as of the last processing day of every twelfth month after the opening of that Credit Card Account; and 2) has had active charging privileges for each of the preceding twelve (12) months. 3. 0.50% (fifty basis points) of ail retail purchase transaction dollar volume generated by Customers using a Credit Card Account (excluding those transactions that (1) relate to refunds, returns and/or unauthorized transactions, and/or (2) are cash equivalent transactions (e.g. the purchase of Wire transfers, person to person money transfers, bets, lottery tickets, or casino gaming chips) 4, $100.00 (one hundred dollars) for each GIP Account opened, which remains open for at least ninety (90) consecutive days and which is utilized by the Customer within the first ninety (90) consecutive days of the GIP Account’s opening for at least one (1) purchase or cash advance which is not subsequently rescinded, the subject of a charge back request, or otherwise disputed. Such GIP Accounts will not qualify for any other ‘opening-of-an-account Royalty. B. WARD AC 8 Reward Account Royalty compensation provisions will not affect any other Royalty compensation provisions contained in the Agreement, and the Royalty compensation provisions referencing any other form of Credit Card Accounts will not apply to Reward Accounts. 1, $3.00 (three dollars) for each new Reward Account opened, which remains open for at cast ninety (90) consecutive days and that is utilized by the Customer within the first ninety (90) conseciitive days of the Reward Account’s opening for at least one (1) purchase or cash advance that is not subsequently rescinded, the subject of a charge back Page 16 02 CONFIDENTIAL, Tue,10 Feb 2015 6:23:00qoozsors 02/96/2015 wen 15:28 PAX request, or otherwise disputed. This Royalty will not be paid for any account which, after opening, converts to a Reward Account, or for any Reward GIP Account, 2. $3.00 (three dollars) for each Reward Account for which the annual fee is paid by the Customer. If no annual fee is assessed by Bank (other than as a result of a courtesy waiver by Bank), then such Royalty will be paid for each Reward Account which: 1) has a balance greater than zero as ofthe last processing day of every twelfth month after the opening of that Reward Account; and 2) has had active charging privileges for each of the preceding twelve (12) months. A Reward Account may renew every twelve (12) ‘months after the opening of the account. 30.20% (twenty basis points) of all retail purchase transaction dollar volume generated by ‘Customers using a Reward Account (excluding those transactions that (1) relate to refunds, returns and/or unauthorized transactions, and/or (2) are cash equivalent transactions (¢.g,, the purchase of wire transfers, person to person money transfers, bets, lottery tickets, or casino gaming chips), 4 $100.00 (one hunered dollars) for each Rewatd GIP Account opened, which remains open for at least ninety (90) consecutive days and which is utilized by the Customer within the first ninety (90) consecutive days of the Reward GIP Accounts opening for at least one purchase ot cash advance which is not subsequently rescinded, the subject of a charge back request, or otherwise disputed. Such Reward GIP Accounts will not qualify for any other opening-of-an-account Royalty. C. PREMIUI COUN’ Premium Reward Account Royalty compensation provisions will not affect any other Royalty compensation provisions contained in the Agreement, and the Royalty compensation provisions referencing any other form of Credit Card Accounts will not apply to Premium Reward Accounts. 1 '$3.00'(three dollars) for each new Premium Reward Account opened, which remains ‘open for at least ninety (90) consecutive days and that is utilized by the Customer within the first ninety (90) consecutive days of the Premium Reward Account's opening for at least one (1) purchase or cash advance that is not subsequently rescinded, the subject of a charge back request, or otherwise disputed. This Royalty will not be paid for any account which, after opening, converts to a Premium Reward Account, ot for any Premium Reward GIP Account. 2, $3.00 (three dollars) for each Premium Reward Account for which the annual fee is paid by the Customer. Ifrno annual fee is assessed by Bank (other than as a result of a courtesy waiver by Bank), then such Royaity will be paid for each Premium Reward Account which: 1) has a balance greater than zero as of the last processing day of every twelfth month after the opening of that Premium Reward Account; and 2) has had active charging privileges for each of the preceding twelve (12) months. A Premium Reward Account may renew every twelve (12) months after the opening of the account. 3. 0.05% (five basis points) of all retail purchase transaction dollar volume generated by Customers using a Premium Reward Account (excluding those ‘tansactions that (1) relate to refunds, returns and/or tnauthorized transactions, Page 17 0°21 CONFIDENTIAL, Tue,10 Feb 2015 6:23:0072015 WHO 15:28 PAK and/or (2) are cash equivalent transactions (eg., the purchase of wire transfers, person to person money transfers, bets, lottery tickets, or casino gaming chips)). $100.00 (one hundeed dollars) for each Premium Reward GIP Account opened, which remains open for at least ninety (90) consecutive days and which is utilized by the ‘Customer within the first ninety (90) consecutive days of the Premium Reward GIP Account’s opening for at least one (1) purchase or cash advance which is not subsequently rescinded, the subject of a charge back request, or otherwise disputed, Such Premium Reward GIP Accounts will not qualify for any other opening-of-an- account Royalty. D. DEPOSIT ACCOUNTS: Deposits Royelty compensation provisions will only apply to the Deposit Accounts set forth below and shall not apply to any other Deposit Account. Further, Deposit Royulties will not be paid to Villanova oon any existing deposit account that is converted to the Program. i $10.00 (ten dollars) for each new checking Deposit Account opened under the Program ‘which has a positive balance of at least $50.00 (fifty dollars) as of the nineticth (90*) day from the account opening date, An additional $2,00 (two dollars) for every checking Deposit Account opened under the Prograin that has a positive balance of at least $50.00 (fifty dollars) on each subsequent anniversary of the account opening date. UALIFYIN' Al For each Contract Year during the term of this Agreement, Villanova will receive an account bonus (“Qualifying GIP Account Bonus”) equal to: (i) seven thousand five hhundred dotiars ($7,500) if at least seventy-five (75), but less than one hundred fifty (150) GIP Accounts, Reward GIP Accounts and/or Premium Reward GIP Accounts ‘opened in a Contract Year become Qualifying GIP Accounts, or (ii) fifteen thousand ($15,000) if one hundred fifty (150) or more GIP Accounts, Reward GIP Accounts and/or Premium Reward GIP Accounts opened in a Contract Year become Qualifying GIP Accounts. For the purpose of counting the aggregate number of Qualifying GIP Accounts for a Contract Year, Bank shall include: i. GIP Accounts, Reward GIP Accounts and/or Premium Reward GIP Accounts that are opened in « Contract Year that become Qualifying GIP Accounts inthe same Contract Year, and ii, GIP Accounts, Reward GIP Accounts and/or Premium Reward GIP Accounts that are opened in a Contract Year that become Qualifying GIP Accounts in the next Contract Year. Page 18 of 24 CONFIDENTIAL Tue,10 Feb 2015 6:23:00For clarity. the maximum Qualifying GIP Account Bonus payment for any Contract Year js fifteen thousand ($15.00). Payments (if any), made under this Section E will be made one hundred thirty-five (135) days after the end of the applicable Contract Year. 4. Notwithstanding anything contained in this Agreement to the contrary. any obligations of Bank to pay any Qualifying GIP Account Bonus pursuant to this Section F for a given Contract Year shall be expressly contingent upon the Agreement having been in full force and effect for the entire Contract Year. CONFIDENTIAL Tue,10 Feb 2015 6:23:00