Common use of Program Modifications Clause in Contracts

Program Modifications. (a) Bank may change the Program Terms or the Program Guidelines in its reasonable discretion, upon not less than thirty (30) days’ prior written notice to UNI (or such other notice period as the parties may mutually agree to in writing), provided that the foregoing prior notice period shall not be required in the event such modification is the result of a change in Applicable Laws or by request of a Regulatory Authority, provided further that Bank shall provide as much notice as is reasonably practicable and necessary under the circumstances subject to Applicable Law. Without limiting the foregoing, Bank may require UNI to revise existing policies and procedures, or, as necessary, implement new policies and procedures, relating to any function or activity integral to the Program Guidelines, the Program and Applicable Laws, provided that UNI may recommend modifications to the Program Guidelines for the improvement of the Program for Bank’s approval, such approval not to be unreasonably withheld or delayed, which Bank shall in good faith adopt to the extent approved. (b) Notwithstanding the foregoing, if (i) there is a change in Applicable Law that prohibits a party from carrying out its obligations under this Agreement, (ii) a party receives a letter or directive from any Regulatory Authority that prohibits such party from carrying out its obligations under this Agreement, or (iii) following a change in Applicable Law or a judicial decision of a court having jurisdiction over such party (“Mandatory Judicial Authority”), a party receives a written legal opinion from nationally recognized outside counsel reasonably acceptable to the other party that continued performance under this Agreement based on such change in Applicable Law or Mandatory Judicial Authority would “most likely” fundamentally and adversely alter such party’s ability to comply with Applicable Law or Mandatory Judicial Authority, then such party shall notify the other party that it desires a meeting pursuant to this Section 2.3(b), and the parties shall meet and consider in good faith commercially reasonable modifications, changes or additions to the Program or this Agreement that may be necessary to address any attendant risks or concerns, including by executing appropriate amendments to the Agreement or the Program to reflect commercially reasonable adjustments to each party’s obligations under the Program as a result of the applicable triggering event set forth in clauses (i)-(iii) of this Section 2.3(b) (each, a “Triggering Event”) to most closely approximate the economics contemplated hereunder consistent with Applicable Law and Mandatory Judicial Authority. Notwithstanding any other provision of this Agreement to the contrary, if, within thirty (30) Business Days after the parties initially meet pursuant to the request described in the preceding sentence, the parties are unable to reach agreement regarding such commercially reasonable modifications, changes or additions to the Program or this Agreement, which at a minimum shall take into account the measures other similarly situated market participants have taken following a Triggering Event (including whether such participants have terminated or modified arrangements similar to the Program), then either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party, provided that a party may terminate this Agreement in accordance with the foregoing if, and only if, such party terminates all of its agreements with third parties that are similarly impacted by such Triggering Event, provided further, that if the Triggering Event is specific to certain state(s) or localities, the parties shall discontinue the Program only in those states or localities affected by such Triggering Event without terminating this Agreement in its entirety for such reason. For the avoidance of doubt, any termination pursuant to this Section 2.3(b) shall not be subject to any termination fees or penalties payable from UNI to the Bank, including any minimum volume or revenue commitments as may be otherwise applicable under this Agreement or under the Program. Nothing in this Section 2.3(b) shall limit either party’s respective rights to terminate this Agreement under ARTICLE VIII in accordance therewith.

Program Modifications. (a) Bank and Service Agent may change from time to time agree to modify the Program Terms or Guidelines. (b) Bank may modify the Program Guidelines without the prior consent of Service Agent as follows: (i) if the Bank, in good faith, determines that (A) such modification to the Program Guidelines is reasonably necessary as result of a change in, or otherwise to comply with, Applicable Laws or to comply with a request by a Regulatory Authority, or (B) the continuing operation of the Program without such modification to the Program Guidelines will materially adversely affect the safety and soundness of Bank; and (ii) the Bank, in good faith, determines that the Parties have negotiated in good faith to modify the Program Guidelines to address the determination set forth in the preceding clause (i) and have not been able to agree to such modification; and (iii) such modification to the Program Guidelines is limited to the extent necessary to address the determination set forth in the preceding clause (i); (iv) such modification to the Program Guidelines could not reasonably be expected to (A) adversely change the economic characteristics of the Program for Service Agent or its reasonable discretionAffiliates, upon or (B) adversely affect any financing arrangements of Service Agent or its Affiliates; and (v) such modification to the Program Guidelines will not less than be effective for at least thirty (30) days’ , unless the Bank, in good faith, determines that Applicable Laws or a Regulatory Authority requires or otherwise requests the modification to be effective prior written notice to UNI the expiration of the thirty (or 30) day period; and (vi) if such other notice period modification to the Program Guidelines requires modifications to Service Agent’s Platform, Bank has used reasonable efforts to provide Service Agent with adequate time as may be necessary for Service Agent to implement such modification. (c) Bank shall modify the parties may mutually agree to in writing), provided that Program Guidelines upon the foregoing prior notice period shall not be required reasonable request of Service Agent in the event Service Agent determines, in good faith upon the advice of counsel, that such modification is the reasonably necessary as a result of a change in in, or otherwise to comply with, Applicable Laws or to comply with a request by request of a Regulatory Authority. In addition, provided further that Bank shall provide as much notice as is reasonably practicable and necessary under the circumstances subject to Applicable Law. Without limiting the foregoing, Bank may require UNI to revise existing policies and procedures, or, as necessary, implement new policies and procedures, relating to any function or activity integral to the Program Guidelines, the Program and Applicable Laws, provided that UNI Service Agent may recommend modifications to the Program Guidelines for the improvement of the Program for Bank’s approval, such approval not to be unreasonably withheld or withheld, delayed, which Bank shall in good faith adopt to the extent approvedor conditioned. (b) Notwithstanding the foregoing, if (i) there is a change in Applicable Law that prohibits a party from carrying out its obligations under this Agreement, (ii) a party receives a letter or directive from any Regulatory Authority that prohibits such party from carrying out its obligations under this Agreement, or (iii) following a change in Applicable Law or a judicial decision of a court having jurisdiction over such party (“Mandatory Judicial Authority”), a party receives a written legal opinion from nationally recognized outside counsel reasonably acceptable to the other party that continued performance under this Agreement based on such change in Applicable Law or Mandatory Judicial Authority would “most likely” fundamentally and adversely alter such party’s ability to comply with Applicable Law or Mandatory Judicial Authority, then such party shall notify the other party that it desires a meeting pursuant to this Section 2.3(b), and the parties shall meet and consider in good faith commercially reasonable modifications, changes or additions to the Program or this Agreement that may be necessary to address any attendant risks or concerns, including by executing appropriate amendments to the Agreement or the Program to reflect commercially reasonable adjustments to each party’s obligations under the Program as a result of the applicable triggering event set forth in clauses (i)-(iii) of this Section 2.3(b) (each, a “Triggering Event”) to most closely approximate the economics contemplated hereunder consistent with Applicable Law and Mandatory Judicial Authority. Notwithstanding any other provision of this Agreement to the contrary, if, within thirty (30) Business Days after the parties initially meet pursuant to the request described in the preceding sentence, the parties are unable to reach agreement regarding such commercially reasonable modifications, changes or additions to the Program or this Agreement, which at a minimum shall take into account the measures other similarly situated market participants have taken following a Triggering Event (including whether such participants have terminated or modified arrangements similar to the Program), then either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party, provided that a party may terminate this Agreement in accordance with the foregoing if, and only if, such party terminates all of its agreements with third parties that are similarly impacted by such Triggering Event, provided further, that if the Triggering Event is specific to certain state(s) or localities, the parties shall discontinue the Program only in those states or localities affected by such Triggering Event without terminating this Agreement in its entirety for such reason. For the avoidance of doubt, any termination pursuant to this Section 2.3(b) shall not be subject to any termination fees or penalties payable from UNI to the Bank, including any minimum volume or revenue commitments as may be otherwise applicable under this Agreement or under the Program. Nothing in this Section 2.3(b) shall limit either party’s respective rights to terminate this Agreement under ARTICLE VIII in accordance therewith.