Common use of Program Modifications Clause in Contracts

Program Modifications. Manager may suggest changes to a Program or the Cardholder Agreements, Program Materials, Marketing Campaigns, or Program Due Diligence Application at any time, subject to the prior written consent of ▇▇▇▇▇▇ Bank. Manager shall be responsible for all costs associated with any such changes suggested by Manager and approved by ▇▇▇▇▇▇ Bank. Changes to a Program or the Cardholder Agreements, Program Materials, Marketing Campaigns, or Program Due Diligence Application, including a determination that certain Program Materials or Marketing Campaigns are no longer authorized, may be made by ▇▇▇▇▇▇ Bank upon [***] notice to Manager, provided, however, that such notice shall not be required if such change (i) is appropriate to respond to any concern from a Regulatory Authority, (ii) is necessary in order to cause the Program to remain in compliance with Applicable Law, or (iii) is necessary to alleviate safety and soundness concerns or manage risk for ▇▇▇▇▇▇ Bank in connection with the Program and providing [***]prior notice is not feasible, in which case ▇▇▇▇▇▇ Bank shall provide notice as soon as commercially practicable. ▇▇▇▇▇▇ Bank shall take commercially reasonable steps to prevent undue expense for Manager when changing any Cardholder Agreements, Program Materials and Marketing Campaigns that are already in production. Unless otherwise mutually agreed upon by the Parties, upon Manager’s receipt of written notice from ▇▇▇▇▇▇ Bank of any such changes to a Program or Program Documents or the Cardholder Agreements, Program Materials, Marketing Campaigns, or Program Due Diligence Applications or receipt of new Program Documents, Manager shall implement such changes as soon as commercially practicable but in no event later than [***] from Manager’s receipt of notice of such change, determination or new Program Document. Alternatively, if the modification would result in a materially adverse change to one or more Programs or if the modification would require Manager to devote significant resources, significantly amend material agreements or incur significant cost and expense, Manager shall provide ▇▇▇▇▇▇ Bank with notice and reasonable detail of Manager’s concerns. Promptly following ▇▇▇▇▇▇ Bank’s receipt of such notice, the Parties shall meet in good faith to resolve Manager’s concerns in a mutually agreeable manner. If the Parties are unable to so resolve Managers concerns within [***] of ▇▇▇▇▇▇ Bank’s receipt of such notice, Manager may elect to terminate the affected Program or Programs or transition such Program or Programs to a Successor Bank, upon prior written notice to ▇▇▇▇▇▇ Bank and subject to the provisions for such termination or transition as provided in Section 10.5. Manager shall take all actions deemed necessary by ▇▇▇▇▇▇ Bank, in ▇▇▇▇▇▇ Bank’s commercially reasonable discretion, taking into account any legally-binding effective date with respect to any change in Applicable Law and the legal, compliance and reputation risks to the Parties, to implement the modification and/or terminate the affected Program(s) in the manner and time period specified by ▇▇▇▇▇▇ Bank. ▇▇▇▇▇▇ Bank may seek specific performance under this Section. Manager shall bear all reasonable costs related to any changes requested by ▇▇▇▇▇▇ Bank pursuant to the circumstances set forth in clauses (i), (ii) or (iii) of this Section 3.1(G).

Program Modifications. Manager (a) Company may suggest changes to a Program, the Program or the Cardholder AgreementsGuidelines, Program Materials, Marketing Campaigns, Materials or Program Due Diligence Application Advertising Materials at any time, subject to the prior written consent of ▇▇▇▇▇▇ Bank, which consent shall not be unreasonably withheld or delayed and in any event shall be denied or approved within ten (10) Business Days of request from Company. Manager Company shall be responsible for all costs associated with any such changes suggested by Manager Company and approved by ▇▇▇▇▇▇ Bank. Changes Bank may require changes to a Program, the Program or the Cardholder AgreementsGuidelines, Program Materials, Marketing Campaigns, or Program Due Diligence Application, including a determination that certain Program Materials or Marketing Campaigns are no longer authorized, may be made by ▇▇▇▇▇▇ Bank Advertising Materials in its good-faith and reasonable discretion upon [***] sixty (60) calendar days’ notice to ManagerCompany, provided, however, that such advance notice period shall not be required if such change (i) is appropriate necessary to respond to any concern from a Regulatory AuthorityAuthority or recent enforcement trends, (ii) is necessary in order to cause the Program to remain in compliance with Applicable LawLaws, or (iii) is necessary to alleviate safety and soundness concerns risk to Bank or manage risk for ▇▇▇▇▇▇ Bank avoid harm to Borrowers in connection with the Program and providing [***]sixty (60) calendar days’ prior notice is not feasible, in which case ▇▇▇▇▇▇ Bank shall provide notice as soon as commercially practicable. ▇▇▇▇▇▇ Bank shall take commercially reasonable steps to prevent undue expense for Manager Company when changing making any Cardholder Agreements, changes that would impact Advertising Materials or Program Materials and Marketing Campaigns that are already in production. Unless otherwise mutually agreed upon by the Parties, upon ManagerCompany’s receipt of written notice from ▇▇▇▇▇▇ Bank of any such changes to a Program, the Program or Program Documents or the Cardholder AgreementsGuidelines, Program Materials or Advertising Materials, Marketing Campaigns, or Program Due Diligence Applications or receipt of new Program Documents, Manager Company shall implement such changes as soon as commercially practicable but in no event later than [***] from Manager’s upon receipt of notice of such change, change or determination (or new Program Documentsuch shorter period required by Applicable Law or a Regulatory Authority). Alternatively, if the modification would result in a materially adverse change to one or more Programs or if the modification would require Manager to devote significant resources, significantly amend material agreements or incur significant cost and expense, Manager shall provide ▇▇▇▇▇▇ Bank with notice and reasonable detail of Manager’s concerns. Promptly following ▇▇▇▇▇▇ Bank’s receipt of such notice, the Parties shall meet in good faith to resolve Manager’s concerns in a mutually agreeable manner. If the Parties are unable to so resolve Managers concerns within [***] of ▇▇▇▇▇▇ Bank’s receipt of such notice, Manager may elect to terminate the affected Program or Programs or transition such Program or Programs to a Successor Bank, upon prior written notice to ▇▇▇▇▇▇ Bank and subject to the provisions for such termination or transition as provided in Section 10.5. Manager Company shall take all actions deemed necessary by ▇▇▇▇▇▇ Bank, in ▇▇▇▇▇▇ Bank’s commercially reasonable discretion, taking into account any legally-binding effective date with respect to any change in Applicable Law Laws and the legal, compliance and reputation risks to the Parties, to implement the modification and/or terminate the affected Program(s) in the manner and time period specified by ▇▇▇▇▇▇ Bank. ▇▇▇▇▇▇ Notwithstanding the foregoing, in the event Bank requires any modifications to a Program, the Program Guidelines, Program Materials or Advertising Materials that would require modifications to any aspect(s) of the Company Platform, Bank agrees to provide Company with adequate time as may seek specific performance under this Sectionbe necessary for Company to implement such changes (provided that, for modifications resulting from a change that Bank, in its sole discretion, reasonably determines is necessary to comply with Applicable Laws or by request of a Regulatory Authority, Bank shall not have any obligation to originate Loans until such modifications have been completed). Manager Company shall bear all reasonable costs related to any changes requested by ▇▇▇▇▇▇ Bank pursuant to the circumstances set forth in clauses (i), (ii) or (iii) of this Section. Bank shall reimburse Company for all reasonable out of pocket costs related to any other changes requested by Bank pursuant to this Section. (b) Company shall ensure that any changes or modifications proposed by Company or required by Bank pursuant to this Section 3.1(G)are implemented in compliance with Applicable Laws and that all Borrowers who may be affected by such changes or modifications receive notice in a communication approved by Bank pursuant to Section 4.2 below if required by Applicable Laws. Company shall preserve evidence of its compliance with the requirements set forth in this subsection and shall provide a copy of such records to Bank upon request.

Program Modifications. Manager (a) Servicer may suggest or make changes to a Program or the Cardholder Agreements, Program Materials, Marketing Campaigns, Materials or Program Due Diligence Application Materials at any time, subject to the prior written consent of ▇▇▇▇▇▇ Bank, not to be unreasonably withheld or delayed. Manager Servicer shall be responsible for all costs associated with any such changes suggested or made by Manager Servicer and approved by ▇▇▇▇▇▇ Bank, including any reasonable, out of pocket costs incurred by Bank, if any. Changes to a Program or the Cardholder AgreementsMarketing Materials, Program Materials, Marketing Campaigns, Materials or Program Due Diligence ApplicationBank Policies, including a determination that certain Marketing Materials or Program Materials or Marketing Campaigns are no longer authorized, may be made reasonably requested by ▇▇▇▇▇▇ Bank upon [***] sixty (60) calendar days’ notice to ManagerServicer and subject to the approval of Servicer (not to be unreasonably withheld or delayed), provided, however, that such notice and Servicer’s approval shall not be required if such change (as reasonably determined by Bank after consultation with counsel or other advisors): (i) is appropriate necessary to respond to any concern a directive from a Regulatory AuthorityAuthority or System, (ii) is necessary in order to cause the Program to remain in compliance with Applicable Law, or (iii) is necessary to alleviate safety Reputational Risk or Safety and soundness concerns Soundness risk to Bank or manage risk for ▇▇▇▇▇▇ Bank avoid harm to Accountholders in connection with the Program and providing [***]sixty (60) days’ prior notice is not feasible, in which case ▇▇▇▇▇▇ Bank shall provide notice as soon as commercially practicable. ▇▇▇▇▇▇ Bank shall take commercially reasonable steps to prevent undue expense for Manager Servicer when changing making any Cardholder Agreements, changes that would impact Marketing Materials or Program Materials and Marketing Campaigns that are already in production. Unless otherwise mutually agreed upon by the Parties, upon ManagerServicer’s receipt of reasonable written notice from ▇▇▇▇▇▇ Bank of any such changes to a Program or Program Documents or the Cardholder AgreementsMarketing Materials as described above, Program MaterialsMaterials or Bank Policies, Marketing Campaigns, or Program Due Diligence Applications or receipt of new Program Documents, Manager Servicer shall implement such changes as soon as commercially practicable but in no event later than [***] sixty (60) Business Days from ManagerServicer’s receipt of reasonable notice of such change, change or determination (or new Program Documentsuch shorter period required by Applicable Law or a Regulatory Authority). Alternatively, if the modification would result in a materially adverse change to one or more Programs or if the modification would require Manager to devote significant resources, significantly amend material agreements or incur significant cost and expense, Manager shall provide ▇▇▇▇▇▇ Bank with notice and reasonable detail of Manager’s concerns. Promptly following ▇▇▇▇▇▇ Bank’s receipt of such notice, the Parties shall meet in good faith to resolve Manager’s concerns in a mutually agreeable manner. If the Parties are unable to so resolve Managers concerns within [***] of ▇▇▇▇▇▇ Bank’s receipt of such notice, Manager may elect to terminate the affected Program or Programs or transition such Program or Programs to a Successor Bank, upon prior written notice to ▇▇▇▇▇▇ Bank and subject to the provisions for such termination or transition as provided in Section 10.5. Manager Servicer shall take all reasonably required actions deemed necessary by ▇▇▇▇▇▇ Bank, in ▇▇▇▇▇▇ Bank’s commercially reasonable discretion, taking into account any legally-binding effective date with respect to any change in Applicable Law and the legal, compliance and reputation risks to the Parties, to implement the modification and/or terminate the affected Program(s) in the manner and time period specified by ▇▇▇▇▇▇ Bank. ▇▇▇▇▇▇ Bank may seek specific performance under this Section. Manager Servicer shall bear all reasonable reasonable, out-of-pocket costs related to any changes requested by ▇▇▇▇▇▇ Bank pursuant to the circumstances set forth in clauses (i), (ii) or (iii) of this Section 3.1(G3.5(a). Bank shall reimburse Servicer for all reasonable out of pocket costs related to any other changes requested by Bank pursuant to this Section. (b) Servicer shall ensure that any changes or modifications proposed by Servicer or required by Bank pursuant to this Section are implemented in compliance with Applicable Law and that all Accountholders who may be affected by such changes or modifications receive notice in a communication approved by Bank pursuant to Section 3.4 above and in compliance with any Applicable Laws. Servicer shall preserve evidence of its compliance with the requirements set forth in this subsection and shall provide a copy of such records to Bank upon request.

Program Modifications. Manager may suggest changes to a Program or the Cardholder Agreements, Program Materials, Marketing Campaigns, or Program Due Diligence Application at any time, subject to the prior written consent of ▇▇▇▇▇▇ Bank. .Manager shall be responsible for all costs associated with any such changes suggested by Manager and approved by ▇▇▇▇▇▇ Bank. .Changes to a Program or the Cardholder Agreements, Program Materials, Marketing Campaigns, or Program Due Diligence Application, including a determination that certain Program Materials or Marketing Campaigns are no longer authorized, may be made by ▇▇▇▇▇▇ Bank upon [***] *****]notice to Manager, provided, however, that such notice shall not be required if such change (i) is appropriate to respond to any concern from a Regulatory Authority, (ii) is necessary in order to cause the Program to remain in compliance with Applicable Law, or (iii) is necessary to alleviate safety and soundness concerns or manage risk for ▇▇▇▇▇▇ Bank in connection with the Program and providing [***]*****] prior notice is not feasible, in which case ▇▇▇▇▇▇ Bank shall provide notice as soon as commercially practicable. .▇▇▇▇▇▇ Bank shall take commercially reasonable steps to prevent undue expense for Manager when changing any Cardholder Agreements, Program Materials and Marketing Campaigns that are already in production. .Unless otherwise mutually agreed upon by the Parties, upon Manager’s receipt of written notice from ▇▇▇▇▇▇ Bank of any such changes to a Program or Program Documents or the Cardholder Agreements, Program Materials, Marketing Campaigns, or Program Due Diligence Applications or receipt of new Program Documents, Manager shall implement such changes as soon as commercially practicable but in no event later than [********] from Manager’s receipt of notice of such change, determination or new Program Document. .Alternatively, if the modification would result in a materially adverse change to one or more Programs or if the modification would require Manager to devote significant resources, significantly amend material agreements or incur significant cost and expense, Manager shall provide ▇▇▇▇▇▇ Bank with written notice and reasonable detail of Manager’s concerns. .Promptly following ▇▇▇▇▇▇ Bank’s receipt of such notice, the Parties shall meet in good faith to resolve Manager’s concerns in a mutually agreeable manner. .If the Parties are unable to so resolve Managers Manager’s concerns within [********] of ▇▇▇▇▇▇ Bank’s receipt of such written notice, Manager may elect to terminate the affected Program or Programs or transition such Program or Programs to a Successor Bank, upon prior written notice to ▇▇▇▇▇▇ Bank and subject to the provisions for such termination or transition as provided in Section 10.5. Manager shall take all actions deemed necessary by ▇▇▇▇▇▇ Bank, in ▇▇▇▇▇▇ Bank’s commercially reasonable discretion, taking into account any legally-binding effective date with respect to any change in Applicable Law and the legal, compliance and reputation risks to the Parties, to implement the modification of and/or terminate the affected Program(s) in the manner and time period specified by ▇▇▇▇▇▇ Bank. ▇▇▇▇▇▇ Bank may seek specific performance under this Section. .Manager shall bear all reasonable costs related to any changes requested by ▇▇▇▇▇▇ Bank pursuant to the circumstances set forth in clauses (i), (ii) or (iii) of this Section 3.1(G).