Common use of Program Managers; Other Program Management Resources Clause in Contracts

Program Managers; Other Program Management Resources. (a) Company and Bank shall each appoint one Program manager (each, a “Program Manager”). The Program Managers shall have substantial experience with retailer private label and/or co-branded credit card programs. The Program Managers shall exercise day-to-day operational oversight of the Program and coordinate the interactions between Company and Bank. Company and Bank shall endeavor to provide stability and continuity in the Program Manager positions, but a party shall be entitled to change its Program Manager (with reasonable prior notice to the other party to the extent practicable). The initial Program Managers for Company and Bank shall be appointed by the respective parties as of the Effective Date. Unless otherwise set forth in this Agreement, each party may rely on a consent and/or approval provided under this Agreement by the other party’s Program Manager, except for a consent and/or approval (i) required by the express terms of this Agreement to be provided by another individual or (ii) to amend this Agreement. (b) Bank and Company shall make available to the Program the resources identified on Schedule 3.2(b) (collectively, the “Key Program Management Resources”). Each party shall endeavor to provide stability and continuity in its Key Program Management Resources but shall be entitled to change any members of its Key Program Management Resources. Each party shall notify the other promptly in the event any of its Key Program Management Resources shall cease to act as such. Company shall have the opportunity to interview candidates Bank proposes to serve as Key Program Management Resources, and Company may approve or reject such candidates in Company’s reasonable discretion. Following the approval, Bank shall consider in good faith any issues of concern raised by Company with respect to Key Program Management Resources or other Program management personnel. (c) The parties shall work in good faith to establish by mutual agreement appropriate protocols not inconsistent with the terms of this Agreement to the extent reasonably necessary to facilitate the management of the Program.

Program Managers; Other Program Management Resources. (a) Company and Bank shall each appoint one Program manager (each, a “Program Manager”). The Program Managers shall have substantial experience with retailer private label and/or co-branded credit card programs. The Program Managers shall exercise day-to-day operational oversight of the Program and coordinate the interactions between Company and Bank. Company and Bank shall endeavor to provide stability and continuity in the Program Manager positions, but a party shall be entitled to change its Program Manager (with reasonable prior [*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Commission. notice to the other party to the extent practicable). The initial Program Managers for Company and Bank shall be appointed by the respective parties as of the Effective Date. Unless otherwise set forth in this Agreement, each party may rely on a consent and/or approval provided under this Agreement by the other party’s Program Manager, except for a consent and/or approval (i) required by the express terms of this Agreement to be provided by another individual or (ii) to amend this Agreement. (b) Bank and Company shall make available to the Program the resources identified on Schedule 3.2(b) (collectively, the “Key Program Management Resources”). Each party shall endeavor to provide stability and continuity in its Key Program Management Resources but shall be entitled to change any members of its Key Program Management Resources. Each party shall notify the other promptly in the event any of its Key Program Management Resources shall cease to act as such. Company shall have the opportunity to interview candidates Bank proposes to serve as Key Program Management Resources, and Company may approve or reject such candidates in Company’s reasonable discretion. Following the approval, Bank shall consider in good faith any issues of concern raised by Company with respect to Key Program Management Resources or other Program management personnel. (c) The parties shall work in good faith to establish by mutual agreement appropriate protocols not inconsistent with the terms of this Agreement to the extent reasonably necessary to facilitate the management of the Program.

Program Managers; Other Program Management Resources. (a) Company and Bank shall each appoint one Program manager (eachthe “Company Manager”) and Bank shall appoint one Program manager (the “Bank Manager” and, together with the Company Manager, each a “Program Manager”). The Program Managers shall have substantial experience with retailer private label and/or co-branded credit card co‑branded Credit Card programs. The Program Managers shall exercise day-to-day operational oversight of the Program and coordinate the interactions between Company and Bank. Company and Bank shall endeavor to provide stability and continuity in the Program Manager positions, but a party shall be entitled to change its Program Manager (with reasonable prior notice to the other party to the extent practicable). The initial Program Managers for Company and Bank shall be appointed by the respective parties as of the Effective Date; subject to the provisions set forth in Schedule 3.2(a). Bank shall regularly consult with Company regarding the performance of the Bank Manager and shall consider in good faith any issues of concern raised by Company with respect to the Bank Manager. The Program Managers shall review the day-to-day operations of the Program and carry out such other tasks as are assigned to them by this Agreement or jointly by the parties. Unless otherwise set forth in Section 3.3(e) of this Agreement, each party may rely on a consent and/or approval provided under this Agreement by the other party’s Program Manager, except for a consent and/or approval (i) required by the express terms of this Agreement to be provided by another individual or (ii) to amend this Agreement. (b) Bank and Company shall make available to the Program the resources identified on Schedule 3.2(b3.2(b)(i) (collectively, the “Key Program Management Resources”). Each party Bank shall endeavor to provide stability and continuity in its Key Program Management Resources but shall be entitled to change any members of its Key Program Management Resources. Each party Bank shall notify the other Company promptly in the event any of its Key Program Management Resources shall cease to act as such. Bank shall regularly consult with Company shall have regarding the opportunity to interview candidates Bank proposes to serve as performance of its Key Program Management Resources, Resources and Company may approve or reject such candidates in Company’s reasonable discretion. Following the approval, Bank shall consider in good faith any issues of concern raised by Company with respect to its Key Program Management Resources or other Program management personnelResources. The parties’ agreement concerning certain work space arrangements is set forth in Schedule 3.2(b)(ii). Company shall use commercially reasonable efforts to accommodate additional Bank representatives from time to time as reasonably requested by Bank. (c) Each party shall maintain adequate levels of appropriately experienced staff, including with respect to compliance, legal matters, quality assurance, audit and collections, as needed to carry out its obligations under this Agreement. (d) The parties shall work in good faith to establish by mutual agreement appropriate protocols not inconsistent with the terms of this Agreement to the extent reasonably necessary to facilitate the management of the Program.

Program Managers; Other Program Management Resources. (a) Company and Bank shall each appoint one Program manager (eachthe “Company Manager”) and Bank shall appoint one Program manager (the “Bank Manager” and, together with the Company Manager, each a “Program Manager”). The Program Managers shall have substantial experience with retailer private label and/or co-branded credit card co‑branded Credit Card programs. The Program Managers shall exercise day-to-day operational oversight of the Program and coordinate the interactions between Company and Bank. Company and Bank shall endeavor to provide stability and continuity in the Program Manager positions, but a party shall be entitled to change its Program Manager (with reasonable prior notice to the other party to the extent practicable). The initial Program Managers for Company and Bank shall be appointed by the respective parties as of the Effective * 25 Date; subject to the provisions set forth in Schedule 3.2(a). Bank shall regularly consult with Company regarding the performance of the Bank Manager and shall consider in good faith any issues of concern raised by Company with respect to the Bank Manager. The Program Managers shall review the day-to-day operations of the Program and carry out such other tasks as are assigned to them by this Agreement or jointly by the parties. Unless otherwise set forth in Section 3.3(e) of this Agreement, each party may rely on a consent and/or approval provided under this Agreement by the other party’s Program Manager, except for a consent and/or approval (i) required by the express terms of this Agreement to be provided by another individual or (ii) to amend this Agreement. (b) Bank and Company shall make available to the Program the resources identified on Schedule 3.2(b3.2(b)(i) (collectively, the “Key Program Management Resources”). Each party Bank shall endeavor to provide stability and continuity in its Key Program Management Resources but shall be entitled to change any members of its Key Program Management Resources. Each party Bank shall notify the other Company promptly in the event any of its Key Program Management Resources shall cease to act as such. Bank shall regularly consult with Company shall have regarding the opportunity to interview candidates Bank proposes to serve as performance of its Key Program Management Resources, Resources and Company may approve or reject such candidates in Company’s reasonable discretion. Following the approval, Bank shall consider in good faith any issues of concern raised by Company with respect to its Key Program Management Resources or other Program management personnelResources. The parties’ agreement concerning certain work space arrangements is set forth in Schedule 3.2(b)(ii). Company shall use commercially reasonable efforts to accommodate additional Bank representatives from time to time as reasonably requested by Bank. (c) Each party shall maintain adequate levels of appropriately experienced staff, including with respect to compliance, legal matters, quality assurance, audit and collections, as needed to carry out its obligations under this Agreement. (d) The parties shall work in good faith to establish by mutual agreement appropriate protocols not inconsistent with the terms of this Agreement to the extent reasonably necessary to facilitate the management of the Program.

Program Managers; Other Program Management Resources. (a) Company and Bank shall each appoint one Program manager (each, a “Program Manager”). The Program Managers shall have substantial experience with retailer private label and/or co-branded retail credit card programs. The Program Managers shall exercise day-to-day operational oversight of the Program and coordinate the interactions between Company and Bank. Company and Bank shall endeavor to provide stability and continuity in the Program Manager positions, but a party shall be entitled to change its Program Manager (with reasonable prior notice to the other party to the extent practicable). The initial Program Managers for Company and Bank shall be appointed by are set forth on Schedule 3.2(a). Each Party may change its Program Manager from time to time upon notice to the respective parties as of the Effective Dateother Party, subject to Section 3.2(b). Unless otherwise set forth in this Agreement, each party may rely on a the Program Managers shall be authorized to give any consent and/or approval provided under this Agreement by the other party’s Program Manageron behalf of their respective Parties, except for a consent and/or approval (i) required by the express terms of this Agreement to be provided by another individual or (ii) but shall not have authority to amend this Agreement. The appointment of any Program Manager by Bank is subject to the prior approval of Company. Company shall have the right to request replacement of a Bank Program Manager in the event that such Bank Program Manager’s performance is unsatisfactory in the reasonable judgment of Company, including with regard to Bank Program Manager’s responsiveness and fit with Company culture, and Bank shall replace such Bank Program Manager if Bank determines in its reasonable judgment that the performance of such Bank Program Manager is unsatisfactory. Without limiting the foregoing, Company shall raise any concerns it has about the Bank Program Manager with Bank, and Company and Bank shall consult in good faith to address such concerns. (b) Bank and Company shall make available to the Program the resources identified on Schedule 3.2(b) (collectively, the “Key Program Management Resources”). Each party Bank shall endeavor to provide stability and continuity in its Key Program Management Resources but shall be entitled to change any members of its Key Program Management Resources. Each party shall notify the other promptly in the event any of its Key Program Management Resources shall cease to act as such. Company shall have the opportunity to interview meet candidates that Bank proposes has selected to serve as Key Program Management Resources, and Company may approve or reject such candidates in Company’s reasonable discretion. Following the approval, Bank shall consider in good faith any issues of concern comments or concerns raised by Company with respect to Key Program Management Resources Company in its decision whether to designate or other replace Key Program management personnelManagement Resources in connection with the Program, including with regard to their responsiveness and fit with Company culture. (c) The parties Parties shall work in good faith to establish by mutual agreement appropriate protocols not inconsistent with the terms of this Agreement to the extent reasonably necessary to facilitate the management of the Program.