Bank Matters. In accordance with and subject to this Section 3.2(f), the Bank shall have the ultimate decision making authority with respect to any Unapproved Matters in respect of the following matters (the “Bank Matters”):
(i) changes to [****];
(ii) changes in [****];
(iii) changes to [****];
(iv) subject to [****];
(v) the [****];
(vi) any changes to [****];
(vii) except as otherwise provided [****];
(viii) with respect to [****];
(ix) the content of [****]; and
(x) the terms and conditions of [****].
Bank Matters. Subject to Applicable Law and the provisions hereunder, Bank shall have decision-making authority with respect to the following matters:
i. compliance with respect to Applicable Law (other than Company Applicable Law);
ii. use of Bank Licensed Marks;
iii. changes to Bank information technology and processing systems that would not be reasonably likely to have a Program Material Adverse Effect;
iv. compliance with respect to bank-related regulatory matters, including changes required by Applicable Law;
v. Bank capital expenditures;
vi. management and retention of Bank personnel;
vii. establishment of Program Eligibility Policy;
viii. Financial Product descriptions and Account Documentation required by Applicable Law; (collectively, the "Bank Matters").
Bank Matters. In accordance with and subject to this Section 3.2, Bank shall have the ultimate decision making authority with respect to any Unapproved Matters in respect of the following matters (the “Bank Matters”):
(i) changes to Risk Management Policies (A) to the extent required by Applicable Law or safety and soundness considerations, in each case, as evidenced by a Legal Opinion or (B) in response to changes in the credit profiles for Account applicants from the profile specified in Schedule 3.2(g)(i);
(ii) changes to Account terms required by Applicable Law as evidenced by a Legal Opinion;
(iii) capital expenditures for maintenance of, and improvements to, the Bank Systems used in connection with the Program; and
(iv) content of Cardholder Documentation and Solicitation Materials that is dictated by Applicable Law, as evidenced by a Legal Opinion.
Bank Matters. The Parties shall have obtained either the required consents or the new credit facility contemplated in Section 5.21.
Bank Matters. In accordance with and subject to this Section 2 of this Schedule 5.3(d), Bank shall have the ultimate decision making authority with respect to any unapproved matters in respect of the following matters (the “Bank Matters”):
(a) changes to risk management policies for the Program;
(b) changes to the Cardholder Terms set forth in Schedule 7.3 that are [***];
(c) changes to the Operating Procedures that are [***] Majority of Comparable Programs;
(d) changes to privacy provisions of Section 15.6 of the Agreement or to the Privacy Policy that are required by Applicable Law or Reasonable Financial Services Practices;
(e) capital expenditures for maintenance of, and improvements to, the Bank systems used in connection with the Program;
(f) content of Credit Cards, Credit Card Applications, Cardholder Agreements, billing statements, solicitation materials including media, and the Bank Webpage or any website space devoted to the Program [***];
(g) any materials bearing only Bank Marks or which are solely Bank’s intellectual property;
(h) any maintenance of, and improvements to, any systems of Bank used in connection with the Program, including any capital expenditures of Bank and its affiliates for maintenance of, and improvements to, systems in connection with the Program;
(i) any other capital expenditures of Bank or its affiliates;
(j) management and retention of Bank personnel;
(k) [***]; and
(l) [***].
Bank Matters. 22 Section 3.11
Bank Matters. The Bank is a national bank, duly organized, validly existing and in good standing. It has all the requisite power and all Permits necessary to conduct its business. The Bank's deposits are insured by the FDIC and it is a member in good standing of (i) the FDIC's Bank Insurance Fund ("BIF"), and (ii) the Federal Reserve System. There are no material memoranda of understanding, cease and desist or removal orders, or capital or other directives, resolutions or other action by any regulatory authority against the Bank or any of its directors, officers or employees.
Bank Matters. In accordance with and subject to this Section 3.2, Bank shall have the ultimate decision making authority with respect to the matters set forth on Schedule 3.2(g) (the “Bank Matters”).
Bank Matters. In accordance with and subject to this Section 2 of this Schedule 5.3(d), Bank shall have the ultimate decision making authority with respect to any unapproved matters in respect of the following matters (the “Bank Matters”):
(a) changes to risk management policies for the Program;
(b) changes to Account terms set forth in Schedule 7.3 that are [*];
(c) changes to the Operating Procedures that are [*];
(d) changes to privacy provisions of Section 15.6 of the Agreement or to the Privacy Policy that are required by Applicable Law;
(e) capital expenditures for maintenance of, and improvements to, the Bank systems used in connection with the Program;
(f) content of Credit Cards, Credit Card Applications, Cardholder Agreements, billing statements, solicitation materials including media, and the Bank Webpage or any website space devoted to the Program [*]; and,
(g) any materials bearing only Bank Marks or which are solely Bank’s intellectual property.
Bank Matters. Subject to Applicable Law, [***] (“Bank Matters”):
(i) Subject to Section 4.3, changes to the Program [***];
(ii) Changes to [***] subject to Section 4.4.1 and 4.4.2;
(iii) Subject to Section 7.2.1(b) and (d), changes to the Program [***];
(iv) Bank capital expenditures (systems, tools, etc.);
(v) Compliance of the Operating Procedures with Applicable Law, [***]; and
(vi) Compliance of the Billing Statements, account documentation and marketing materials with Applicable Law, [***].
