Common use of COVENANTS OF BANK Clause in Contracts

COVENANTS OF BANK. Bank covenants and agrees with Program Manager as follows: (a) Any litigation or court proceedings filed against Bank, relating to the Card or its use, will be immediately reported to Program Manager. Such report shall include a copy of the court papers or proceedings, together with a summary of the Bank’s position with respect to the matter, the name and address of Bank’s counsel handling the matter, and the estimated likelihood of settlement of such matter. (b) Bank shall promptly notify Program Manager after Bank engages in any written correspondence related to any Program with any Regulatory Authority having jurisdiction over Program Manager, and shall provide Program Manager with copies of any such written correspondence unless such disclosure is prohibited by Applicable Law. (c) Bank shall remain (i) a federally-chartered, federally-insured financial institution, and (ii) in good standing with (A) each Regulatory Authority with jurisdiction over it, and (B) each System or other electronic payment network which it may be a member of or registered with from time to time. (d) Bank shall ensure that its deposits remain insured by the Federal Deposit Insurance Corporation in accordance with Applicable Law. (e) Bank shall (i) maintain sufficient capital to support its deposits and assets, (ii) remain a well-capitalized institution, as defined under the prompt corrective actions provisions of the Federal Deposit Insurance Act, 12 U.S.C. § 1831o and 12 C.F.R. Part 565 as enacted as of the Effective Date (a “Well-Capitalized Institution”), provided, however, that the failure of Bank to remain a Well-Capitalized Institution shall not constitute a breach of this Section 6.2(e)(ii) unless such failure could reasonably be expected to have a material adverse impact on the Program or Bank’s ability to perform its obligations hereunder, and (iii) provide notice to Program Manager within a reasonable amount of time following the occurrence of a Material Adverse Change with respect to Bank.

COVENANTS OF BANK. Bank covenants and agrees with Program Manager as follows: (a) Any litigation or court proceedings filed against Bank, relating to the Card or its use, will be immediately reported to Program Manager. Such report shall include a copy of the court papers or proceedings, together with a summary of the Bank’s position with respect to the matter, the name and address of Bank’s counsel handling the matter, and the estimated likelihood of settlement of such matter. (b) Bank shall promptly notify Program Manager after Bank engages in any written correspondence related to any Program with any Regulatory Authority having jurisdiction over Program Manager, and shall provide Program Manager with copies of any such written correspondence unless such disclosure is prohibited by Applicable Law. (c) Bank shall remain (i) a federally-chartered, federally-insured financial institution, and (ii) in good standing with (A) each Regulatory Authority with jurisdiction over it, and (B) each System or other electronic payment network which it may be a member of or registered with from time to time.. *** Confidential Treatment Requested (d) Bank shall ensure that its deposits remain insured by the Federal Deposit Insurance Corporation in accordance with Applicable Law. (e) Bank shall (i) maintain sufficient capital to support its deposits and assets, (ii) remain a well-capitalized institution, as defined under the prompt corrective actions provisions of the Federal Deposit Insurance Act, 12 U.S.C. § 1831o and 12 C.F.R. Part 565 as enacted as of the Effective Date (a “Well-Capitalized Institution”), provided, however, that the failure of Bank to remain a Well-Capitalized Institution shall not constitute a breach of this Section 6.2(e)(ii) unless such failure could reasonably be expected to have a material adverse impact on the Program or Bank’s ability to perform its obligations hereunder, and (iii) provide notice to Program Manager within a reasonable amount of time following the occurrence of a Material Adverse Change with respect to Bank.

COVENANTS OF BANK. Bank covenants and agrees with Program Manager as follows: (a) Any litigation or court proceedings filed against Bank, relating to the Card or its use, will be immediately reported to Program Manager. Such report shall include a copy of the court papers or proceedings, together with a summary of the Bank’s position with respect to the matter, the name and address of Bank’s counsel handling the matter, and the estimated likelihood of settlement of such matter. (b) Bank shall promptly notify Program Manager after Bank engages in any written *** Confidential Treatment Requested correspondence related to any Program with any Regulatory Authority having jurisdiction over Program Manager, and shall provide Program Manager with copies of any such written correspondence unless such disclosure is prohibited by Applicable Law. (c) Bank shall remain (i) a federally-chartered, federally-insured financial institution, and (ii) in good standing with (A) each Regulatory Authority with jurisdiction over it, and (B) each System or other electronic payment network which it may be a member of or registered with from time to time. (d) Bank shall ensure that its deposits remain insured by the Federal Deposit Insurance Corporation in accordance with Applicable Law. (e) Bank shall (i) maintain sufficient capital to support its deposits and assets, (ii) remain a well-capitalized institution, as defined under the prompt corrective actions provisions of the Federal Deposit Insurance Act, 12 U.S.C. § 1831o and 12 C.F.R. Part 565 as enacted as of the Effective Date (a “Well-Capitalized Institution”), provided, however, that the failure of Bank to remain a Well-Capitalized Institution shall not constitute a breach of this Section 6.2(e)(ii) unless such failure could reasonably be expected to have a material adverse impact on the Program or Bank’s ability to perform its obligations hereunder, and (iii) provide notice to Program Manager within a reasonable amount of time following the occurrence of a Material Adverse Change with respect to Bank.

COVENANTS OF BANK. Bank hereby covenants and agrees with Program Manager as followsthat: (a) Any litigation Bank will take no action to cause any Loan Account or court proceedings filed against Bank, relating Receivable to be evidenced by any “instrument” (as defined in the Card UCC as in effect in any relevant jurisdiction). Bank will take all actions reasonably requested by Receivables Purchaser for the purpose of ensuring that each Loan Account will not be classified as anything other than an “account,” a “general intangible” or its use, will be immediately reported to Program Manager. Such report shall include a copy of “payment intangible” (as those terms are defined in the court papers or proceedings, together with a summary of the Bank’s position with respect to the matter, the name and address of Bank’s counsel handling the matter, and the estimated likelihood of settlement of such matterUCC as in effect in any relevant jurisdiction). (b) With the exception of a termination of this Agreement arising out of Section 10(b)-(d) below, Bank shall promptly notify Program Manager after Bank engages in any written correspondence related not sell, pledge, assign or transfer to any Program with Person, any Regulatory Authority having jurisdiction over Program ManagerLoan Account, and shall provide Program Manager with copies or any interest therein without the consent of any such written correspondence unless such disclosure is prohibited by Applicable LawReceivables Purchaser. CERTAIN INFORMATION, IDENTIFIED BY [*****], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. (c) If Bank receives or collects any funds in repayment of a Receivable sold hereunder, Bank shall remain promptly send an e-mail notice of any such receipt to Receivables Purchaser and simultaneously send such funds by wire transfer (i) a federally-chartered, federally-insured financial institution, and (ii) in good standing with (A) each Regulatory Authority with jurisdiction over it, and (B) each System or other electronic payment network which it may means as agreed to by Parties) to a bank account designated for this purpose by Receivables Purchaser. Bank hereby agrees and acknowledges that any payments so collected by Bank shall be a member of or registered with from time held in trust for Receivables Purchaser and shall be delivered immediately to timeReceivables Purchaser. (d) Bank shall be responsible for establishing and maintaining an information security program that meets the objectives of the interagency Guidelines Establishing Information Security Standards and that is designed to (i) ensure the security and confidentiality of Borrower Data, (ii) protect against unauthorized access to or use of Borrower Data that could result in substantial harm or inconvenience to Customer or any of its deposits remain insured by customers, and (iii) ensure the Federal Deposit Insurance Corporation proper disposal of Borrower Data. Bank will (1) take appropriate action to address any incident of unauthorized access to Borrower Data and (2) notify Receivables Purchaser as soon as possible of any incident of unauthorized access to Borrower Data Information and any other breach in accordance with Applicable LawCustomer’s security that materially affects Receivables Purchaser or confidential customer information. (e) Except as necessary to carry out its rights and responsibilities under this Agreement, Bank shall not use Borrower Data and shall not provide or disclose any Borrower Data to any Person, except to the extent required to do so under Applicable Law or legal process; provided, however: (1) Bank may make solicitations for goods and services to the public, which may include one or more Applicants or Borrowers; provided that Bank shall not, directly or indirectly, market or provide to any Borrower, whose corresponding Receivable has been purchased by Receivables Purchaser and has not been paid in full, any product or services that is competitive with the corresponding Loan Account; and further provided that, for the avoidance of doubt, nothing in Section 4(e) shall restrict or prohibit Bank from soliciting and issuing loans to a Borrower through open-channel marketing; and (2) Bank shall not be obligated to redact the names of Applicants and/or Borrowers from marketing lists acquired from third parties (e.g., subscription lists) that Bank uses for solicitations. (f) Other than as is required by Applicable Law, Bank shall not without 30 days prior written notice to Receivables Purchaser (i) maintain sufficient capital make any change to support its deposits and assetsCredit Policy, decisioning criteria, pricing terms or other criteria used by Bank to underwrite any Loan Account all or any portion of the Receivables of which have been or will be sold to the Receivables Purchaser or (ii) remain a well-capitalized institution, as defined under the prompt corrective actions provisions of the Federal Deposit Insurance Act, 12 U.S.C. § 1831o and 12 C.F.R. Part 565 as enacted as of the Effective Date (a “Well-Capitalized Institution”), provided, however, that the failure of Bank make any change to remain a Well-Capitalized Institution shall not constitute a breach of this Section 6.2(e)(ii) unless such failure could reasonably be expected to have a material adverse impact on the Program or Bank’s ability to perform its obligations hereunder, and (iii) provide notice to Program Manager within a reasonable amount of time following the occurrence of a Material Adverse Change servicing policies with respect to Bankany Loan Account all or any portion of the Receivables of which have been or will be sold to the Receivables Purchaser in each case where the effect of which is reasonably likely to change the timing or amount of payments made by applicable borrowers under such Loan Accounts or the collectability of the Receivables. (g) Bank shall maintain in good standing its membership in, and comply with the Operating Rules applicable to, the card association or associations of which it is a member for the issuance of any Loan Account.